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 Section 3.4(a), agrees to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied).

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 Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit Credit”) providing for the payment of cash upon the request and honoring of a presentation thereunder, for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no such Issuing Lender shall not issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the Dollar Equivalent of the then outstanding L/C Exposure Obligations of such Issuing Lender would exceed the such Issuing Lender’s L/C Commitment then in effect, (ii) the outstanding principal amount of any Lender’s Revolving Extensions of Credit shall exceed the amount of such Lender’s Revolving Commitment or (Biii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars or an Optional Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing “Letter of Credit that is extended or automatically renewedExpiration Date”), may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal automatic extension or extension thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if above). Each request by the condition described Borrower or any Subsidiary Borrower for the issuance of or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower or any Subsidiary Borrower that the Letter of Credit or amendment so requested complies with the conditions set forth in the first proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s or Subsidiary Borrower’s ability to obtain Letters of this sentence Credit shall be fully revolving, and accordingly, the Borrower or Subsidiary Borrower may, during the foregoing period, obtain Letter of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. If the Borrower so requests in any applicable Application, the Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension 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 (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrower shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the Issuing Lender shall not permit any such extension if (A) the Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (y) of Section 3.1(a) or Section 3.1(b)), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied), and in each such case directing the Issuing Lender not to permit such extension.

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 Section 3.4(a), Lender agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of or any other Group Member so long as the Borrower is the applicant on the applicable Application and such Group Member has furnished any documentation required by the Issuing Lender pursuant to “know-your-customer” or any Subsidiary of the Borrowerinternal requirements) on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed either the Total L/C Commitment Commitments or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by Commitment at such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowertime. Each Letter of Credit shall (i) be denominated in Dollars or in an Alternative Currency (it being agreed that the Issuing Lender shall have no obligation to issue, renew or extend a Letter of Credit in an Alternative Currency if the Issuing Lender as of any date of determination does not issue Letters of Credit in such Alternative Currency), and (ii) unless otherwise agreed to by the Issuing Lender, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewedMaturity Date, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if unless the condition described in the first proviso of this sentence is satisfiedIssuing Lender otherwise agrees).

L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 (“Existing Letters of Credit”) 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 Section 3.4(a5.4(a), agrees to issue new letters of credit (“Letters of Credit upon the request and Credit”) for the account of any Borrower requesting the Borrower (same and for the benefit of the such Borrower or any Subsidiary of the Borrower) such Borrower on any Business Day during from the Revolving Commitment Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no such Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Utilized Revolving Commitments would be less greater than zero the Revolving Loan Commitments or (Ciii) unless otherwise agreed to by the Utilized Revolving Commitments of such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Borrower would exceed such Issuing LenderBorrower’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerSublimit. Each Letter of Credit shall (i) be denominated in Dollars and Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the applicable Issuing Lender) and expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension)Maturity Date; provided, howeverthat, that any Letter of Credit, whether newly requested if one or an existing Letter more Letters of Credit shall at any time have an expiry date that is extended or automatically renewedlater than the Maturity Date, may have an expiration date after the Revolving Termination Date relevant Borrower shall, not later than (so long as such expiration date remains i) five days preceding the Maturity Date, cash collateralize in compliance accordance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit Section 5.9, on or prior terms and conditions satisfactory to the date which is five Business Days prior to the Revolving Termination Date and 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 Xxxxx’x 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 Xxxxx’x 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 such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender providing after the Maturity Date. Amounts held in such Letter of Credit agree to such expiration date at cash collateral account shall be held and applied by the time such Letter of Credit or extension is requested or at Administrative Agent in the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide manner and for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to purposes set forth in clause (y) above if the condition described in the first proviso of this sentence is satisfiedSection 10.2(c).

L/C Commitment. (a) Subject On or after the Acquisition Effective Date, subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.8(a), agrees to issue standby letters of credit (“Letters of Credit upon Credit”) not to exceed the request and L/C Commitment for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Availability Period in such form as may be approved from time to time by such Issuing Lender, with the face amount of any outstanding Letters of Credit (and, without duplication, any unpaid L/C Disbursement in respect thereof) reducing the Available Revolving Commitments on a Dollar-for-Dollar basis by the Dollar Amount thereof; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the such Issuing Lender’s Available Revolving Commitments would be less than zero zero, or (Ciii) unless otherwise agreed subject to by Section 1.3 and 4.2(d), such Issuing issuance would cause the Dollar Amount of any Lender, the ’s Revolving Credit Exposure and L/C Exposure with respect Exposure, in each case denominated in Foreign Currencies, to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerForeign Currency Sublimit. Each Letter of Credit shall (i) be denominated in Dollars an Agreed Currency and (ii) expire no later than the earlier of (xA) the first anniversary of its date of issuance (unless otherwise agreed by the applicable Issuing Lender) and (yB) the date that is five (5) Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit (other than a may provide for automatic renewals pursuant to Section 3.6(b). Each Letter of Credit shall be governed by laws of the State of New York (unless the laws of another jurisdiction are agreed to which Section 2.18(c)(ii) applies) with a one-year term may provide for by the renewal thereof for additional one-year periods (which shall only extend beyond respective Issuing Lender). It is hereby acknowledged and agreed that each of the date referred to in clause (y) above if the condition letters of credit described in Schedule 3.5 of the first proviso Disclosure Letter shall constitute a “Letter of Credit” for all purposes of this sentence is satisfied)Agreement on the Acquisition Effective Date and shall be deemed issued under this Agreement on the Acquisition Effective Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, each U.S. Issuing Lender, in reliance on the agreements of the other Lenders U.S. L/C Participants set forth in Section 3.4(a3.10(a), agrees to issue documentary or standby letters of credit (“U.S. Letters of Credit upon the request and Credit”) for the account of the U.S. Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period for the U.S. Revolving Facility in such form as may be approved from time to time by such U.S. Issuing Lender; provided that (i) no U.S. Issuing Lender shall issue any U.S. Letter of Credit if, (i) after giving effect to such issuance, (Ax) the U.S. L/C Exposure Obligations would exceed the U.S. L/C Sub Commitment or (By) the aggregate amount of the Available U.S. Revolving Commitments of all U.S. Revolving Lenders would be less than zero or and (Cii) unless otherwise agreed no Issuing Lender shall be obligated to by such Issuing Lenderissue any U.S. Letter of Credit if, after giving effect thereto, the aggregate amount of L/C Exposure with Obligations in respect to all of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfiedCredit Commitment. On the Restatement Effective Date, each the Existing Letter Letters of Credit shall will automatically, without any action on the part of any Person, be deemed to be a Letter U.S. Letters of Credit issued hereunder for the account of the BorrowerU.S. Borrower for all purposes of this Agreement and the other Loan Documents. Each U.S. Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and issuance, (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the latest Revolving Termination Date and of the Administrative Agent and the relevant Issuing Lender providing such U.S. Revolving Facility; provided that any U.S. Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-one year term may provide for the renewal thereof for additional one-one year periods (which shall only in no event extend beyond the date referred to in clause (y) above if or (z) below) and (z) unless the condition described U.S. Borrower has made arrangements satisfactory to the U.S. Issuing Lender (including to cash collateralize the applicable portion of such U.S. Letter of Credit or provide an undertaking to maintain sufficient available Replacement Revolving Commitments), the earliest Revolving Termination Date of any U.S. Revolving Commitment then in the first proviso of this sentence is satisfied)effect.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, Lender (acting through any of its branches or affiliates) in each case in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue Letters of Credit upon the request and for the account of the Borrowers (or so long as the Parent Borrower is a co-applicant with respect to any such Letter of Credit any of its Restricted Subsidiaries (and for the benefit of the Borrower or any Subsidiary of the other than an Additional Borrower)) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the applicable Issuing Lender; provided that (I) solely to the extent the L/C Obligations in respect of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Committed L/C Commitment after giving effect to such issuance, any Letter of Credit in such excess shall be issued in the sole discretion of the applicable Issuing Lender and (II) no Issuing Lender shall have an obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations (including the Dollar Equivalent of any L/C Obligations outstanding in any currency other than Dollars) would exceed the L/C Commitment or Commitments, (Bii) the L/C Obligations in respect of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s L/C Commitment, (iii) the aggregate amount of the Available Revolving Commitments would be less than zero or (Civ) unless otherwise agreed with respect to by such Issuing Lender, the Letters of Credit denominated in an L/C Exposure with respect to all Letters Foreign Currency, the aggregate Dollar Equivalent of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Commitment or (ii) such Issuing Lender shall have received written notice from Obligations denominated in any L/C Foreign Currency would exceed the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerForeign Currency Sublimit. Each Letter of Credit shall (i) be denominated in Dollars or another L/C Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date Maturity Date, provided that (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (xA) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above) and (B) clause (x) above shall not apply to a Letter of Credit if such long-dated Letter of Credit is consented to by the condition described applicable Issuing Lender (but with an expiration date of no longer than two years after the date of issuance, which shall in no event extend beyond the first proviso of this sentence is satisfieddate referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, Lender (acting through any of its branches or affiliates) in each case in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue Letters of Credit upon the request and for the account of the Borrowers (or so long as the Parent Borrower is a co-applicant with respect to any such Letter of Credit any of its Restricted Subsidiaries (and for the benefit of the Borrower or any Subsidiary of the other than an Additional Borrower)) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the applicable Issuing Lender; provided that (I) solely to the extent the L/C Obligations in respect of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Committed L/C Commitment after giving effect to such issuance, any Letter of Credit in such excess shall be issued in the sole discretion of the applicable Issuing Lender and (II) no Issuing Lender shall have an obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations (including the Dollar Equivalent of any L/C Obligations outstanding in any currency other than Dollars) would exceed the L/C Commitment or Commitments, (Bii) the L/C Obligations in respect of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s L/C Commitment, (iii) the aggregate amount of the Available Revolving Commitments would be less than zero or (Civ) unless otherwise agreed with respect to by such Issuing Lender, the Letters of Credit denominated in an L/C Exposure with respect to all Letters Foreign Currency, the aggregate Dollar Equivalent of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Commitment or (ii) such Issuing Lender shall have received written notice from Obligations denominated in any L/C Foreign Currency would exceed the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerForeign Currency Sublimit. Each Letter of Credit shall (i) be denominated in Dollars or another L/C Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date Initial Maturity Date, provided that (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (xA) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above) and (B) clause (x) above shall not apply to a Letter of Credit if such long-dated Letter of Credit is consented to by the condition described applicable Issuing Lender (but with an expiration date of no longer than two years after the date of issuance, which shall in no event extend beyond the first proviso of this sentence is satisfieddate referred to in clause (y) above).

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 Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Revolving Commitment Period Closing Date 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 such the applicable Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the aggregate amount of L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Obligations would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerBorrowing Limit. Each Letter of Credit shall (i) be denominated in Dollars a Permitted Currency and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire on a date that is no later than the earlier of fifth (x5th) the first anniversary of its date of issuance and (y) the date that is five Business Days Day prior to the Revolving Termination Maturity Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, provided that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% may, (A) by its terms and otherwise consistent with this Agreement, provide for automatic annual renewals and (B) expire on a date that is after the Maturity Date with the prior written consent of each of the available face amount of 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 date which is five fifth (5th) Business Days Day prior to the Revolving Termination Date Maturity Date) and (iv) be subject to ISP98 and, to the Administrative Agent and extent not inconsistent therewith, the relevant laws of the State of New York. No Issuing Lender providing such Letter of Credit agree shall at any time be obligated to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that 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 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 than Loan Documents, a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)issued and outstanding hereunder.

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 Section 3.4(a), agrees to issue letters of credit and/or bank guarantees, but, with regard to bank guarantees, only to the extent a Lender has agreed in writing to issue bank guarantees (together with any Designated Letters of Credit upon the request and Credit, “Letters of Credit”) for the account of the Borrower (and for the benefit Borrower, any Foreign Subsidiary Borrower, or any other Subsidiary of the Borrower or (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 in such form as may be approved from time to time by such Issuing Lender; provided that no such Issuing Lender shall not issue or extend any Letter of Credit if, (i) after giving effect to such issuanceissuance or extension, in the case of the Borrower and the Foreign Subsidiaries, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing LenderCommitment, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent sum of Outstanding Revolving Extensions of Credit would exceed the Total Revolving Commitments or (iii) the Borrower, at least one Business Day prior to the requested date of issuance or amendment sum of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter Multicurrency Revolving Extensions of Credit shall be deemed to be a Letter of Credit issued hereunder for would exceed the account of the BorrowerMulticurrency Sublimit. Each Letter of Credit shall (i) be denominated in Dollars or any one of the Foreign Currencies, as specified by the Borrower, and (ii) expire no later than the earlier of (x) the first second anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfiedabove).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Tranche A Revolving Lenders set forth in Section 3.4(a), agrees to issue agrees, in the case of each Issuing Lender on the Closing Date in its capacity as the issuer of Existing Letters of Credit upon the request and Credit, to continue under this Agreement for the account of the Borrower (and or a Restricted Subsidiary, as applicable, such Existing Letters of Credit until the expiration or earlier termination thereof, and, in the case of each other Issuing Lender, to issue Letters of Credit under the Revolving Commitments for the benefit account of the Borrower or any Subsidiary of the Borrower) its Restricted Subsidiaries on any Business Day during the Revolving Commitment Period with respect to the Tranche A Revolving Facility in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (i) (A) the L/C Exposure Obligations would exceed the aggregate L/C Commitment set forth in clause (a) of the definition of “L/C Commitment” and (B) the L/C Obligations with respect to each Issuing Lender would exceed the L/C Commitment or of such Issuing Lender as set forth in clause (Bb) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the definition of “L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment Commitments” and on Schedule 2.1, or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior after giving effect to the requested date of issuance or amendment of thereof, the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter aggregate Tranche A Revolving Extensions of Credit shall be deemed to be a Letter of Credit issued hereunder for exceed the account of the BorrowerTranche A Availability then in effect. Each Letter of Credit shall (i) be denominated in Dollars or any Permitted Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five three Business Days prior to the Revolving Termination Date with respect to the Tranche A Revolving Facility (as it may be extended, unless Cash Collateralized or the applicable Issuing Lender so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extensionagrees); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfiedabove).

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 Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Revolving Commitment Period Closing Date 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 such the applicable Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the aggregate amount of L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Obligations would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerBorrowing Limit. Each Letter of Credit shall (i) be denominated in Dollars and in a minimum amount 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 the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire on a date that is no later than the earlier of (xA) twelve (12) or thirteen (13) months (as requested by the first anniversary of its Original Borrower) after the date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments or last renewal of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after and (B) the Revolving Termination Date fifth (so long as such expiration date remains in compliance with clause (x5th) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or Business Day prior to the date which is five Business Days prior Maturity Date and (iv) be subject to ISP98 and, to the Revolving Termination Date and extent not inconsistent therewith, the Administrative Agent and laws of the relevant State of New York. No Issuing Lender providing such Letter of Credit agree shall at any time be obligated to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that 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 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 than Loan Documents, a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)issued and outstanding hereunder.

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 Section 3.4(a3.04(a), agrees to issue Letters letters of Credit upon the request and credit for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) Borrowers on any Business Day Day, during the period from and including the Closing Date to the earlier of (v) the date that is 30 days prior to the Revolving Commitment Period Credit Termination Date and (w) the termination of the Revolving Credit Commitments in accordance with the terms hereof, in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) immediately after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero zero, (iii) the Revolving Extensions of Credit of any Lender would exceed such Lender’s Revolving Credit Commitment or (Civ) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with Obligations in respect to of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerFronting Cap. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Credit Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if above). Unless otherwise agreed by the condition described in applicable Issuing Lender, Letters of Credit issued shall only be standby Letters of Credit. All Amendment No. 4 Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the first proviso of this sentence is satisfied)Amendment No. 4 Effective Date shall be subject to and governed by the terms and conditions hereof.

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 Section 3.4(a), agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit on behalf of the Borrower or any Subsidiary of the Borrowerits Subsidiaries or Joint Ventures) on any Business Day during the Revolving Commitment Period in such customary form as may be approved from time to time by such Issuing Lender; provided that no such Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount Obligations in respect of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified Issuing Lender Limit, (ii) the aggregate amount of the Available Commitments would be less than zero, (iii) the Borrowing Base Availability would be less than zero or (iv) the L/C Commitment or (ii) such Issuing Lender shall have received written notice from Obligations in respect of Letters of Credit that are Financial Letters of Credit would exceed the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Financial Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerSublimit. Each Letter of Credit shall (iA) be denominated in Dollars and (iiB) expire no later than the earlier date that is 364 days after the Termination Date, provided (I) that any Letter of Credit with an expiry date prior to the Termination Date may provide for the renewal thereof for additional periods (xwhich shall in no event extend beyond the date referred to in clause (B) the first anniversary of its date of issuance above) and (yII) with respect to any Letter of Credit that expires on or after the date that is five Business Days prior to the Revolving Termination Date (as it may be extendedDate, so long as at least 60 days prior to the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); providedTermination Date, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes shall back-stop such Letter of Credit at 101and/or deposit an amount in cash equal to 100% of the available face amount L/C Obligations in respect of such Letter of Credit in a cash collateral account established with the Administrative Agent for the benefit of the applicable Issuing Lender on or prior terms and conditions satisfactory to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and such Issuing Lender. The Borrower hereby acknowledges that the relevant issuance of Letters of Credit for the account of a Subsidiary or Joint Venture inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of each such Subsidiary or Joint Venture. From time to time and upon reasonable request therefor, (i) each Issuing Lender providing such Letter shall confirm to the Administrative Agent the L/C Exposure in respect of Letters of Credit agree issued by it and its portion of the L/C Commitment and (ii) the Administrative Agent shall confirm to such expiration date at each Issuing Lender the time such Letter aggregate amount of Credit or extension is requested or at Available Commitments. For the time such existing Letter avoidance of Credit is to be automatically reneweddoubt, as applicable; provided further that any Letter in no event shall the sum of Credit (other than a Letter the Issuing Lenders’ respective portions of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond L/C Commitment exceed the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)L/C Commitment.

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 Section 3.4(a), agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment, (ii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the Issuing Lender Commitment of such Issuing Lender (it being understood and agreed that, subject to the foregoing clause (i) and the following clause (iii), any Issuing Lender may, in its sole discretion, issue Letters of Credit in excess of its Issuing Lender Commitment as separately agreed with the Borrower and notified to the Administrative Agent) or (Biii) the aggregate amount of the Available Revolving Commitments would be less than zero zero. The Borrower may, at any time and from time to time, reduce or (C) unless otherwise agreed to by increase the Issuing Lender Commitment of any Issuing Lender with the consent of such Issuing Lender; provided that the Borrower shall not reduce the Issuing Lender Commitment of any Issuing Lender if, after giving effect of such reduction, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or conditions set forth in clauses (iii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 through (iii) above shall not have been be satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i1) be denominated in Dollars and (ii2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior unless Cash Collateralized in an amount equal to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101103% of the available face amount of such Letter of Credit on (and it being understood and agreed that (A) any Letter of Credit will not be issued for longer than one year past the Revolving Termination Date or prior be renewable thereafter without the consent of the applicable Issuing Lender and (B) the obligations of the L/C Participants under Section 3.4 shall not continue after the Revolving Termination Date with respect to any Letter of Credit that expires after the Revolving Termination Date), the date which that is five Business Days thirty (30) days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewedDate, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfiedabove).

L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 (“Existing Letters of Credit”) 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 Section 3.4(a5.4(a), agrees to issue new letters of credit (“Letters of Credit upon the request and Credit”) for the account of any Borrower requesting the Borrower (same and for the benefit of the such Borrower or any Subsidiary of the Borrower) such Borrower on any Business Day during from the Revolving Commitment Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no such Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Utilized Revolving Commitments would be less greater than zero the Revolving Loan Commitments or (Ciii) unless otherwise agreed to by the Utilized Revolving Commitments of such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Borrower would exceed such Issuing LenderBorrower’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerSublimit. Each Letter of Credit shall (i) be denominated in Dollars and Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the applicable Issuing Lender) and expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension)Maturity Date; provided, howeverthat, that any Letter of Credit, whether newly requested if one or an existing Letter more Letters of Credit shall at any time have an expiry date that is extended or automatically renewedlater than the Maturity Date, may have an expiration date after the Revolving Termination Date relevant Borrower shall, not later than (so long as such expiration date remains i) five days preceding the Maturity Date, cash collateralize in compliance accordance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit Section 5.9, on or prior terms and conditions satisfactory to the date which is five Business Days prior to the Revolving Termination Date and 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 Moody’s 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 Moody’s 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 such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender providing after the Maturity Date. Amounts held in such Letter of Credit agree to such expiration date at cash collateral account shall be held and applied by the time such Letter of Credit or extension is requested or at Administrative Agent in the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide manner and for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to purposes set forth in clause (y) above if the condition described in the first proviso of this sentence is satisfiedSection 10.2(c).

L/C Commitment. (a) Subject to the terms and conditions hereof, (i) each Issuing LenderLender having an L/C Fronting Commitment, in reliance on the agreements of the other Lenders L/C Participants set forth in Section 3.4(a), agrees to issue Fronted Letters of Credit upon the request and in an aggregate Dollar Amount at any time outstanding not to exceed its L/C Fronting Commitment for the account of the any Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from and after the Revolving Commitment Period Closing Date in such form as may be approved from time to time by such Issuing Lender, (ii) each Several Issuing Lender (including the L/C Agent as Several Issuing Lender for any Participating Lenders in accordance with subsection (b) below) severally agrees (A) to issue Several Letters of Credit in such Several Issuing Lender’s Revolving Commitment Percentage for the account of any Borrower on any Business Day from and after the Closing Date in such form as may be approved from time to time by the Issuing Lender and (B) to honor its Revolving Commitment Percentage of drawings under the Several Letters of Credit and (iii) each Participating Lender hereby agrees to purchase from the L/C Agent a risk participation in the portion of such Several Letter of Credit issued by the L/C Agent pursuant to this Section for the benefit of such Participating Lender in an amount equal to such Participating Lender’s Revolving Commitment Percentage; provided that no neither the applicable Issuing Lender nor any Several Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (AI) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (BII) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Japanese Yen Loans plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Obligations would exceed such Issuing Lender’s Specified an amount equal to the Aggregate Revolving Commitment or (III) the aggregate principal amount of all outstanding Revolving Credit Loans plus the aggregate principal amount of outstanding Japanese Yen Loans plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder Obligations for the account of any Designated Borrower would exceed the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the applicable Designated Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)Sublimit.

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 Section 3.4(a), agrees to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.10(a), agrees to issue documentary or standby letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars an L/C currency, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which or a longer period if agreed to by the Issuing Lender but in no event shall only any renewal period extend beyond the date referred to in clause (y) above above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the condition described in L/C Obligations are less than or equal to the first proviso L/C Commitment for ten consecutive Business Days). Each Letter of this sentence Credit shall be governed by laws of the State of New York (unless the laws of another jurisdiction is satisfiedagreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98).

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 Section 3.4(a), agrees to issue trade and standby letters of credit ("Letters of Credit upon the request and Credit") for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) its specified Subsidiaries on any Business Day during from the Closing Date to but not including the Revolving Commitment Period Credit Termination Date in such form as may be approved from time to time by such Issuing Lender; provided provided, however, that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Obligations on account of Letters of Credit issued by such Issuing Lender denominated in an Alternative Currency would exceed such Issuing Lender’s Specified the Alternative Currency L/C Commitment or (iic) such Issuing Lender shall have received written notice from the Administrative Agent or aggregate principal amount of outstanding Revolving Credit Loans, plus the Borrower, at least one Business Day prior to aggregate principal amount of L/C Obligations and all outstanding Competitive Bid Loans would exceed the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Revolving Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitment. Each Letter of Credit shall (i) be denominated in (A) Dollars, if such Letter of Credit is a standby Letter of Credit, or (B) Dollars and or an Alternative Currency, if such Letter of Credit is a trade Letter of Credit, (ii) be a trade or standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five ten Business Days prior to the Revolving Credit Termination Date Date, and (iv) be subject to the Uniform Customs and/or ISP 98, as it may be extendedset forth in the Application or as determined by the applicable Issuing Lender and, so long as to the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); providedextent not inconsistent therewith, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% laws of the available face amount State of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant New York. No Issuing Lender providing such Letter of Credit agree shall at any time be obligated to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that issue any Letter of Credit (other than a 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 Law. References herein to "issue" and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. Each Outstanding Letter of Credit shall be deemed to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of have been issued under this sentence is satisfied)Agreement.

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 Section 3.4(a), agrees to issue standby Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Closing Date through but not including the Revolving Commitment Period Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Obligations would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the then applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerBorrowing Limit. Each Letter of Credit shall (i) be denominated in Dollars and in a minimum amount of $100,000 (other than the Existing Foreign Currency Letters of Credit), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of ninety (x90) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, as it may be extendedset forth in the Application or as determined by the Issuing Lender and, so long as to the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); providedextent not inconsistent therewith, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% laws of the available face amount State of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant North Carolina. The Issuing Lender providing such Letter of Credit agree shall not at any time be obligated to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that issue any Letter of Credit (other than a Letter 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 to which Section 2.18(c)(ii) applies) with a one-year term may provide for shall also include extensions or modifications of any existing Letters of Credit, unless the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)context otherwise requires.

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 Section 3.4(asubsection 2.7(d)(i), agrees to issue letters of credit (the “Letters of Credit upon the request and Credit”) for the account of the Borrower or any of its Restricted Subsidiaries (and for the benefit of so long as the Borrower or any Subsidiary of the Borroweris 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 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 no Issuing Lender Bank shall issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount Obligations in respect of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Bank would exceed such Issuing Lender’s Specified its L/C Commitment or Amount (unless such Issuing Bank agrees to do so in its sole discretion), (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date L/C Obligations in respect of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter all Letters of Credit issued hereunder for would exceed $25.0 million or (iii) the account Aggregate Outstanding Revolving Credit of all the BorrowerRevolving Lenders would exceed the Revolving Commitments of all the Revolving Lenders then in effect. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (A) a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”) or (B) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”), and (ii) expire unless otherwise agreed by the applicable Issuing Bank, mature not more than twelve months after the date of issuance (automatically renewable annually thereafter or for such longer period of time as may be agreed by the relevant Issuing Bank) and, in any event, no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Initial Revolving Termination Maturity Date (as it may except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Bank). If the Issuing Bank is Royal Bank of Canada, Xxxxxxx Xxxxx Banks USA or Credit Suisse AG, Cayman Islands Branch, such Issuing Bank shall not be extended, so long as obligated to issue any Commercial Letters of Credit unless separately agreed between such Issuing Bank (in its sole discretion) and the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Borrower. Each Letter of Credit that is extended or automatically renewed, may have an expiration date after shall be deemed to constitute a utilization of the Revolving Termination Date Commitments and shall be participated in (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition more fully described in the first proviso following subsection 2.7(d)(i)) by the Lenders in accordance with their respective Revolving Commitment Percentages. All Letters of this sentence is satisfied)Credit shall be denominated in Dollars and shall be issued for the account of the Borrower.

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 Section 3.4(a), agrees to issue Letters standby and/or trade letters of Credit upon the request and credit ("LETTERS OF CREDIT") for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Revolving Commitment Period Closing Date through but not including the Five Year Facility Termination Date in such form as may be approved from time to time by such Issuing Lender; provided PROVIDED, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the sum of (i) the aggregate principal amount of outstanding Revolving Credit Loans made under the Available Revolving Commitments would be less than zero or Five Year Facility, (Cii) unless otherwise agreed to by such Issuing Lenderthe aggregate principal amount of outstanding Swingline Loans made under the Five Year Facility, (iii) the aggregate principal amount of L/C Exposure with respect to all Letters Obligations and (iv) the aggregate principal amount of Credit issued by such Issuing Lender Competitive Bid Loans made under the Five Year Facility, would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerFive Year Facility Commitment. Each Letter of Credit shall (iA) be denominated in Dollars and Dollars, (iiB) be a letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (C) expire on a date no later than one year from the date of issuance thereof and no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Five Year Facility Termination Date and (D) be subject to the Administrative Agent and Uniform Customs and, to the extent not inconsistent therewith, the laws of the State in which the corporate headquarters of the relevant Issuing Lender providing is located or such Letter of Credit agree other jurisdiction as is acceptable to such expiration date the relevant Issuing Lender. No Issuing Lender shall at the any time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is be obligated to be automatically renewed, as applicable; provided further that issue any Letter of Credit (other than a Letter 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 Law. References herein to "issue" and derivations thereof with respect to Letters of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for shall also include extensions or modifications of any existing Letters of Credit, unless the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)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 Section 3.4(a)5.4, agrees to issue Letters letters of Credit upon the request and credit (each a “Letter of Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Revolving Commitment Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Utilized Commitments would be less greater than zero the Loan Commitments or (Ciii) unless the applicable Issuing Lender shall otherwise agreed to by such Issuing Lenderconsent thereto, the L/C Exposure with respect to aggregate amount of all outstanding Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified 33 1/3% of the L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitment. Each Letter of Credit shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and (iiz) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension)Maturity Date; provided, howeverthat, that any Letter of Credit, whether newly requested if one or an existing Letter more Letters of Credit shall at any time have an expiry date that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is later than five Business Days prior to the Revolving Termination Date Maturity Date, the Borrower shall, not later than (i) five Business Days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the Borrower’s senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by Xxxxx’x or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent and an amount equal to the relevant Issuing Lender providing L/C Obligations with respect to such Letter Letters of Credit agree to if the Borrower’s senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by Xxxxx’x; provided, further, that the obligations under this Section 5 in respect of such expiration date at the time such Letter Letters of Credit or extension is requested or at of (i) the time Borrower shall survive the Maturity Date and shall remain in effect until no such existing Letter Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit returned to which Section 2.18(c)(ii) applies) with a one-year term may provide the Borrower by the applicable Issuing Bank after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to purposes set forth in clause (y) above if the condition described in the first proviso of this sentence is satisfiedSection 10.2(c).

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 Letter 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 Section 3.4(a), agrees to issue letters of credit denominated in Dollars or Canadian Dollars (with respect to the Canadian Borrower) or Dollars (with respect to the US Borrower) (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit upon Credit, collectively, the request and “Letters of Credit”) for the account of the Borrower (and for the benefit of the applicable Borrower or any Subsidiary of the Borrower) other Group Member on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments with respect to the applicable Borrower would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (xi) the first anniversary of its date of issuance and (yii) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Credit Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (yii) above if above). In addition, each Issuing Lender agrees to issue Letters of Credit with an expiration date later than the condition described date specified in the first proviso two immediately preceding sentences (but no later than one year from the date of this sentence issuance thereof) in reliance upon the Borrowers’ agreement to cash collateralize such Letters of Credit by the date which is satisfied)30 days prior to the Revolving Credit Termination Date in the amount that would be required by such Issuing Lender pursuant to Section 10.15(c) to deem such Letter of Credit not outstanding, and the Borrowers so agree to cash collateralize such Letters of Credit by such date, it being understood that until the Loans, the Reimbursement Obligations and the other Obligations under the Loan Documents are paid in full, the Commitments have been terminated and no other Letters of Credit shall be outstanding, such cash collateral shall be subject to the rights of each other Lender under Section 10.7. Notwithstanding the foregoing, if an Issuing Lender has not consented to a Revolving Credit Lender becoming a party hereto by Lender Addendum on the Closing Date, such Issuing Lender shall not be required to issue any Letter of Credit hereunder unless such Issuing Lender has entered into arrangements satisfactory to it and the applicable Borrower with respect to such Revolving Credit Lender’s participation in such Letter of Credit, including by cash collateralizing an amount equal to such Revolving Credit Lender’s share (as an L/C Participant) of the L/C Obligations outstanding.

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 Section 3.4(a)3.2(c) and subject to the other terms and conditions hereof, agrees to issue Letters standby letters of Credit upon the request and credit for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Revolving Commitment Period Closing Date 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 such Issuing Lenderthe Fronting Bank; provided provided, that (i) the Fronting Bank shall have no Issuing Lender shall obligation to issue any Fronted Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (B) the aggregate principal amount of outstanding Revolving Credit Loans, plus the Available Revolving Commitments aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would be less than zero exceed the Aggregate Commitment or (C) unless otherwise agreed to by such Issuing Lender, the Fronted L/C Exposure Obligations owing to such Fronting Bank would exceed the Fronting Bank Sublimit of such Fronting Bank, (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 to all such Additional Fronting Bank, and (iii) no Additional Fronting Bank shall be obligated to issue any Fronted Letter of Credit hereunder. The 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 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 issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment shall also include extensions or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date modifications of issuance or amendment of the applicable Letter any outstanding Letters of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On unless the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)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 Section 3.4(a), Lender agrees to issue standby letters of credit (the “Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) Parent on any Business Day during from the Revolving Commitment Period 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 such Issuing the Lender; provided provided, that no Issuing the Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Outstandings would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Revolving Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitment. Each Letter of Credit shall (i) be denominated in Dollars and Dollars, Euros or Sterling in a minimum amount to be agreed to by the Lender, (ii) expire no later than the earlier be a standby letter of (x) the first anniversary 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 and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount last renewal of such Letter of Credit on (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 date which is five Business Days prior Maturity Date and (v) be subject to the Revolving Termination Date and Uniform Customs or ISP98, as set forth in the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree Application or as determined by the Lender and, to such expiration date the extent not inconsistent therewith, the laws of the State of New York. The Lender shall not at the any time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is be obligated to be automatically renewed, as applicable; provided further that issue any Letter of Credit (other than a Letter 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 to which Section 2.18(c)(ii) applies) with a one-year term may provide for shall also include extensions or modifications of any outstanding Letters of Credit, unless the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)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 Section 3.4(a), agrees to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii2.19(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit upon Credit”) under the request and Revolving Commitment for the account of the Borrower or any Guarantor (and it being understood that the Borrower shall remain primarily responsible for any Letter of Credit issued for the benefit account of the Borrower or any Subsidiary of the BorrowerGuarantor) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing LenderBank; provided that no Issuing Lender Bank shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment, (ii) the Revolving Extensions of Credit of such Issuing Bank would exceed such Issuing Bank’s Revolving Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extendedunless cash collateralized or backstopped, so long as in each case in a customary manner agreed to by the Available Revolving Commitments Borrower and the Issuing Bank acting reasonably; provided that the obligations of all Continuing Lenders would equal or exceed zero following L/C Participants pursuant to Section 3.4 shall no longer apply to any such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable); provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if the condition described above); provided, further, that in the first proviso event there is a Defaulting Lender, the Issuing Bank shall not be required to issue a Letter of this sentence is satisfied)Credit to the extent (x) the Defaulting Lender’s pro rata share of L/C Commitment may not be reallocated pursuant to Section 2.26(a) or (y) the Issuing Bank has not otherwise entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including the Borrower cash collateralizing such Defaulting Lender’s pro rata share of the L/C Obligations.

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 Section 3.4(a), agrees to cause one or more of the Issuing Banks to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit one or more of the Borrower or any Subsidiary of the Borrower) Borrowers on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Lender and such Issuing LenderBank; provided that any Lender is entitled to conclusively rely on advice from the Administrative Agent that causing the Issuing Bank to issue the Letters of Credit is permitted under the Agreement without further inquiry; and provided, further, that no Issuing Lender shall have any obligation to cause any Issuing Bank to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (Ciii) unless otherwise agreed to by such Issuing Lender, the L/C Exposure Obligations with respect to all Letters of Credit issued on behalf of such Lender by such any Issuing Lender Bank would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower's Commitment. Each Letter of Credit shall (i) be denominated in Dollars and payable on an “at sight” basis and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension)Date; provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date up to 90 days after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower Borrowers cash collateralizes collateralize such Letter of Credit at 101% for the benefit of the available face amount applicable Lender or for the benefit of the Issuing Bank (as determined by such Letter of Credit Lender in its sole discretion) on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Lender shall have agreed in its sole discretion to cause an Issuing Lender providing Bank to provide such Letter of Credit agree to such expiration date (and an Issuing Bank shall have so agreed in its sole discretion) at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further provided, further, that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of Application or other agreement submitted by the Company to, or entered into by the Company with, the Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

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 Section 3.4(a), agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment (ii) any Revolving Lender is at such time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including reallocation of such Lender’s Revolving Percentage of the outstanding L/C Obligations pursuant to Section 2.26(a)(iv) or the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.26(a)(iv)) with respect to such Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion or (Biii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance unless otherwise agreed by the Issuing Bank in its sole discretion and (y) the date that is five three Business Days prior to the Revolving Termination Date (as it may be extendedDate; provided that, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly if requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as by the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior and acceptable to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant applicable Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewedLender, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term issued by such Issuing Lender may provide for the renewal thereof for additional one-one year periods containing an expiry date of more than twelve months after the date of issuance (which shall only in no event extend beyond the date referred to in clause (y) above (unless, at least five Business Days prior to the then current expiry date, the Borrower shall Cash Collateralize the L/C Obligations with respect to such Letter of Credit in an amount not less than the Minimum Collateral Amount applicable to such Letter of Credit)); provided, however, that (A) any such Letter of Credit shall permit such Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a number of days (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued and (B) such Issuing Lender shall not permit such renewal if it has received notice on or before the condition described date that is seven Business Days before the Nonrenewal Notice Date from the Administrative Agent that the Majority Facility Lenders in respect of the first proviso Revolving Facility have elected not to permit such renewal. Each Letter of this sentence is satisfiedCredit shall be a standby letter of credit backing a performance or monetary obligation of the Borrower or any Subsidiary (each a “Standby Letter of Credit”).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Domestic Lenders set forth in Section 3.4(a3.04(a), agrees to issue letters of credit (together with the letters of credit described in Section 3.09, “Letters of Credit upon the request and Credit”) for the account of the Borrower (and for or the benefit of the UK Borrower or any Subsidiary of the Borrower) on any Business Day during until the Revolving Commitment Period date that is five Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to (and no Issuing Lender shall knowingly) issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the outstanding Domestic Loans and L/C Obligations would exceed the Total Domestic Commitments or (iii) the Domestic Revolving Credit Exposure with respect to all Letters of Credit issued by such Issuing any Lender would exceed such Issuing Lender’s Specified L/C Domestic Commitment or (ii) such hereunder. If the relevant Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be issues a Letter of Credit issued hereunder for at a time when such issuance is prohibited by the account immediately preceding sentence, no Lender shall have any obligation to participate in such Letter of the BorrowerCredit. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $5,000,000 (unless otherwise agreed by the relevant Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Maturity Date. Any Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (yiii) immediately above if the condition described except as provided in the first proviso following sentence). A Letter of this sentence is satisfied).Credit originally issued with a one-year expiry date that occurs on or prior to the latest date specified in clause

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 Section 3.4(a), agrees to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) Borrowers on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing LenderLender (such approval not to be unreasonably withheld); provided that any Issuing Lender is entitled to conclusively rely on advice from the Administrative Agent that the issuance of Letters of Credit is permitted under the Agreement without further inquiry; and provided, further, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (Ciii) unless otherwise agreed to by such Issuing Lender, the L/C Exposure Obligations with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitment. Each Letter of Credit shall (i) be denominated in Dollars and payable on an “at sight” basis and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension)Date; provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date up to 90 days after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower Borrowers cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Credit Termination Date and the Administrative Agent and the relevant Issuing Lender providing shall have agreed to provide such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further provided, further, that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii2.23(c)(ii) applies) with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of Application or other agreement submitted by the Company to, or entered into by the Company with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

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 Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”), not to exceed in the aggregate such Issuing Lender’s Letter of Credit upon the request and Commitment, for the account of the Borrower (and for the benefit on behalf of the Borrower or any Subsidiary of the Borrowerits Subsidiaries or joint ventures) on any Business Day during the Revolving Commitment Period in such customary form as may be approved from time to time by such the respective Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (i) (A) the L/C Exposure Obligations would exceed the L/C Commitment Commitment, or (B) such Issuing Lender’s Percentage Interest of L/C Obligations when aggregated with such Issuing Lender’s Percentage Interest of outstanding Revolving Loans and such Issuing Lender’s Percentage Interest in Swingline Loans would exceed such Issuing Lender’s Commitment, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero zero, or (Ciii) unless otherwise agreed the Borrowing Base Availability would be less than zero. The Borrower may, at any time and from time to by time, reduce the Letter of Credit Commitment of any Issuing Lender with the consent of such Issuing Lender; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Lender if, after giving effect of such reduction, the L/C Exposure with respect conditions set forth in clauses (i)- (iii) above shall not be satisfied. The Borrower may, at any time and from time to all Letters time, reallocate the Letter of Credit issued Commitment by such reducing the Letter of Credit Commitment of one or more Issuing Lenders and increasing the Letter of Credit Commitment of one or more other Issuing Lenders, provided that (a) each affected Issuing Lender would exceed consents to such Issuing Lender’s Specified L/C Commitment or reallocation, (iib) such Issuing Lender shall have received Borrower provides written notice from to the Administrative Agent or and (c) the Borrower, at least one Business Day prior to the requested date of issuance or amendment aggregate of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing total Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitment does not increase or decrease. Each Letter of Credit shall (iA) be denominated in Dollars and (iiB) expire no later than the earlier of (x) the first second anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date 364 days after the Revolving Termination Date Date, provided (so long as such expiration date remains in compliance with clause (xI) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than with up to a Letter of Credit to which Section 2.18(c)(ii) applies) with a onetwo-year term may provide for the renewal thereof for up to an additional onetwo-year periods period (which shall only in no event extend beyond the date referred to in clause (y) above if above) and (II) at least 60 days prior to the condition described Termination Date, Borrower shall, to the extent of the balance, replace outstanding Letters of Credit and/or deposit an amount equal to the Minimum Collateral Amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of a Subsidiary or joint venture inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiary or joint venture. The letters of credit issued under the Original Credit Agreement set forth on Schedule 3.1 (collectively, the “Existing LCs”) shall be continued from the Original Credit Agreement under this Agreement and from and after the date hereof, notwithstanding any language to the contrary contained in any of the Existing LCs, the Existing LCs shall be deemed Letters of Credit issued under this Agreement, and Borrower shall execute such acknowledgments and agreements as Administrative Agent my reasonably request to evidence the foregoing. Each Lender from time to time party hereto, including each Lender which was not a lender under the Original Credit Agreement, each as an L/C Participant hereunder, hereby irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender under the Existing LCs, on the terms and conditions set forth in Section 3.4 below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Percentage Interest in the first proviso Issuing Lender’s obligations and rights under and in respect of this sentence is satisfied)each Existing LCs and the amount of each draft paid by the Issuing Lender thereunder.

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 Section 3.4(a), agrees to issue standby letters of credit (the “Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) its Subsidiaries on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that (x) no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount Obligations in respect of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or Commitment, (ii) the L/C Obligations would exceed the L/C Sublimit, (iii) the Total Revolving Extensions of Credit would exceed the Maximum Revolving Facility Availability at such time or (iv) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender Lender, together with the aggregate principal amount of its other outstanding Revolving Credit Loans hereunder, would exceed such Issuing Lender’s Revolving Credit Commitment then in effect and (y) the Borrower shall have received written notice from alternate the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment selection of the applicable Letter Issuing Lender based on the number and size of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter Letters of Credit shall be deemed requested by the Borrower in order for each Issuing Lender to be a Letter selected for the issuance of Letters of Credit issued hereunder for the account of the Borroweron an equivalent basis. Each Letter of Credit shall (iA) be denominated in Dollars and (iiB) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Credit Termination Date Date; provided that (i) if the Borrower requests that any Letter of Credit have an expiration date after the Revolving Credit Termination Date, it is understood and agreed that such Letter of Credit shall only be issued, amended, renewed or extended, as applicable, if agreed to by the applicable Issuing Lender and the Administrative Agent in their sole discretion and (ii) to the relevant Issuing Lender providing extent that any Letter of Credit shall have an expiration date after the Revolving Credit Termination Date, subject in all cases to the immediately preceding clause (i), such Letter of Credit agree may expire on the date that is one year after the Revolving Credit Termination Date if the Borrower has provided Cash Collateral therefor in an amount equal to such expiration date at 105% of the time face amount of such Letter of Credit or extension is requested or at no later than the time such existing Letter of Revolving Credit is to be automatically renewedTermination Date; provided, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if unless the condition described conditions set forth in the first immediately preceding proviso of this sentence is satisfiedare met).

L/C Commitment. (a) Subject On or after the Acquisition Effective Date, subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.8(a), agrees to issue standby letters of credit (“Letters of Credit upon Credit”) not to exceed the request and L/C Commitment for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Availability Period in such form as may be approved from time to time by such Issuing Lender, with the face amount of any outstanding Letters of Credit (and, without duplication, any unpaid L/C Disbursement in respect thereof) reducing the Available Revolving Commitments on a Dollar-for-Dollar basis by the Dollar Amount thereof; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the such Issuing Lender’s Available Revolving Commitments would be less than zero or zero, (Ciii) unless otherwise agreed to by such Issuing Lender, the Dollar Amount of the L/C Exposure with respect to all Letters of Credit issued by such Obligations for any particular Issuing Lender would exceed the Issuing Lender Sublimit of such Issuing Lender; or (iv) subject to Section 1.3 and 4.2(d), such issuance would cause the Dollar Amount of any Lender’s Specified Revolving Credit Exposure and L/C Commitment or (ii) such Issuing Lender shall have received written notice from Exposure, in each case denominated in Foreign Currencies, to exceed the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerForeign Currency Sublimit. Each Letter of Credit shall (i) be denominated in Dollars an Agreed Currency and (ii) expire no later than the earlier of (xA) the first anniversary of its date of issuance (unless otherwise agreed by the applicable Issuing Lender) and (yB) the date that is five (5) Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit (other than a may provide for automatic renewals pursuant to Section 3.6(b). Each Letter of Credit shall be governed by laws of the State of New York (unless the laws of another jurisdiction are agreed to which Section 2.18(c)(ii) applies) with a one-year term may provide for by the renewal thereof for additional one-year periods (which shall only extend beyond respective Issuing Lender). It is hereby acknowledged and agreed that each of the date referred to in clause (y) above if the condition letters of credit described in Schedule 3.5 of the first proviso Disclosure Letter shall constitute a “Letter of Credit” for all purposes of this sentence is satisfied)Agreement on the Acquisition Effective Date and shall be deemed issued under this Agreement on the Acquisition Effective Date.

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 Section 3.4(a), agrees to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied).

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 Section 3.4(a), agrees to issue trade and standby letters of credit ("Letters of Credit upon the request and Credit") for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Closing Date through but not including the Revolving Commitment Period Credit Termination Date in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Obligations on account of Letters of Credit issued by such Issuing Lender denominated in an Alternative Currency would exceed such Issuing Lender’s Specified the Alternative Currency L/C Commitment or (iic) such Issuing Lender shall have received written notice the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of L/C Obligations would exceed the Revolving Credit Commitment after giving pro forma effect to any reduction of the Revolving Credit Commitment resulting from the Administrative Agent or failure to fully syndicate the Borrower, at least one Business Day prior to the requested date total Revolving Credit Commitment of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in any Non-Consenting Lenders under Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower2.6. Each Letter of Credit shall (i) be denominated in Dollars and (iiA) expire no later than the earlier Dollars, if such Letter of (x) the first anniversary of its date of issuance and (y) the date that Credit is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any a standby Letter of Credit, whether newly requested or (B) Dollars or an existing Letter of Credit that is extended or automatically renewedAlternative Currency, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes if such Letter of Credit at 101% is a trade Letter of Credit, (ii) be a trade or standby letter of credit issued to support obligations of the available face amount Borrower or any of such Letter its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no later than (A) two hundred twenty-five (225) days from the date of issuance thereof for trade Letters of Credit on or prior and (B) one (1) year from the date of issuance thereof for standby Letters of Credit, and (iv) be subject to the date which is five Business Days prior Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the Revolving Termination Date and extent not inconsistent therewith, the Administrative Agent and laws of the relevant State of New York. No Issuing Lender providing such Letter of Credit agree shall at any time be obligated to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that issue any Letter of Credit (other than a Letter 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 Law. References herein to "issue" and derivations thereof with respect to Letters of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for shall also include extensions or modifications of any existing Letters of Credit, unless the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)context otherwise requires.

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 the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a5.4(a), agrees to issue new letters of credit (“Letters of Credit upon the request and Credit”) for the account of the relevant Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Revolving Commitment Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Utilized Revolving Commitments would be less greater than zero the Revolving Loan Commitments or (Ciii) unless the applicable Issuing Lender shall otherwise agreed to by such Issuing Lenderconsent hereto, the L/C Exposure with respect to aggregate amount of all outstanding Letters of Credit issued by such JPMCB or Citibank, N.A., each as Issuing Lender Lender, would exceed such Issuing Lender’s Specified 50% of the L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitment. Each Letter of Credit shall (i) be denominated in Dollars and Dollars, (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Lender) and expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension)Maturity Date; provided, howeverthat, if one or more Letters of Credit shall at any time have an expiry date that any Letter is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of Credit, whether newly requested if the relevant Borrower’s senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by Xxxxx’x or an existing Letter of Credit that is extended or automatically renewed(ii) fifteen days preceding the Maturity Date, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains deposit in compliance a cash collateral account established with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and an amount equal to the L/C Obligations with respect to such Letters of Credit if the relevant Issuing Lender providing Borrower’s senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by Xxxxx’x; provided, further, that the obligations under this Section 5 in respect of such Letter Letters of Credit agree to of (i) the Borrowers shall survive the Maturity Date and shall remain in effect until no such expiration date at the time such Letter Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or extension reimbursement in respect thereof is requested or at the time such existing Letter of Credit is required to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit returned to which Section 2.18(c)(ii) applies) with a one-year term may provide the Borrowers by the Issuing Bank after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to purposes set forth in clause (y) above if the condition described in the first proviso of this sentence is satisfiedSection 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 Section 3.4(asubsection 2.7(d)(i), agrees to issue letters of credit (the “Letters of Credit upon the request and Credit”) for the account of the Borrower or any of its Restricted Subsidiaries (and for the benefit of so long as the Borrower or any Subsidiary of the Borroweris 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 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 no Issuing Lender Bank shall issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount Obligations in respect of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Bank would exceed such Issuing Lender’s Specified its L/C Commitment or Amount (unless such Issuing Bank agrees to do so in its sole discretion), (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date L/C Obligations in respect of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter all Letters of Credit issued hereunder for would exceed $250.0 million or (iii) the account Aggregate Outstanding Revolving Credit of all the BorrowerRevolving Lenders would exceed the Revolving Commitments of all the Revolving Lenders then in effect. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (A) a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”) or (B) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”), and (ii) expire unless otherwise agreed by the applicable Issuing Bank, mature not more than twelve months after the date of issuance (automatically renewable annually thereafter or for such longer period of time as may be agreed by the relevant Issuing Bank) and, in any event, no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Initial Revolving Termination Maturity Date (as it may except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Bank). If the Issuing Bank is Xxxxxxx Xxxxx Bank USA, Citizens Bank, N.A., Fifth Third Bank, National Association or Regions Bank, such Issuing Bank shall not be extended, so long as obligated to issue any Commercial Letters of Credit unless separately agreed between such Issuing Bank (in its sole discretion) and the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Borrower. Each Letter of Credit that is extended or automatically renewed, may have an expiration date after shall be deemed to constitute a utilization of the Revolving Termination Date Commitments and shall be participated in (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition more fully described in the first proviso following subsection 2.7(d)(i)) by the Lenders in accordance with their respective Revolving Commitment Percentages. All Letters of this sentence is satisfied)Credit shall be denominated in Dollars and shall be issued for the account of the Borrower.

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 Section 3.4(a3.04(a), agrees to issue letters of credit (together with the letters of credit described in Section 3.09, “Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during until the Revolving Commitment Period date that is five Business Days prior to the Termination Date in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to (and the Borrower shall not request an Issuing Lender to) issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Sublimit, (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with Obligations in respect to all of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment, (iii) the aggregate amount of the outstanding Loans and L/C Obligations would exceed the Total Commitment or (iiiv) the Revolving Credit Exposure of any Lender would exceed such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerLender’s Commitment hereunder. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $5,000,000 (unless otherwise agreed by the relevant Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Date. Any Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (iii) immediately above except as provided in the following sentence). A Letter of Credit originally issued with a one-year expiry date that occurs on or prior to the latest date specified in clause (iii) of the preceding sentence may provide for a one-year renewal period that expires beyond such date if (x) the relevant Issuing Lender shall have consented thereto or (y) above if either (A) cash collateral shall have been provided in an amount satisfactory to such Issuing Lender (and in any event not less than the condition described undrawn portion thereof) to cash collateralize such Letter of Credit, (B) other arrangements satisfactory to the applicable Issuing Lender with respect to such L/C Obligations (such determinations to be made in the first proviso sole discretion of the applicable Issuing Lender acting in good faith) shall have been made, or (C) such Letter of Credit shall have been returned to the applicable Issuing Lender and cancelled, in each case not later than 30 days prior to the Termination Date. The failure to return any such Letter of Credit that has not been cash collateralized or for which such other arrangements shall not have been made as required by the preceding sentence on or prior to such 30th day shall be deemed to be an Event of Default hereunder. If such cash collateral is not so provided, or otherwise satisfactory arrangements to the relevant Issuing Lender have not been made, such Issuing Lender shall use reasonable efforts (to the extent permitted by the “evergreen” provisions in the related Letter of Credit) to send a non-renewal notice of the expiry date of any such Letter of Credit that has a renewal date falling after such 30th day (provided that the failure to do so shall not affect the obligations of the L/C Participants in respect of such Letter of Credit pursuant to Section 3.04). Any Letter of Credit with respect to which the relevant Issuing Lender has consented pursuant to clause (x) above or that is cash collateralized or for which other satisfactory arrangements have been made as provided in this Section 3.01 shall cease to be a “Letter of Credit” outstanding hereunder for all purposes of this sentence is satisfied)Agreement effective on the date of termination of this Agreement and the payment in full of all outstanding obligations (other than such cash collateralized Letters of Credit or Letters of Credit for which such satisfactory arrangements have been made) and, accordingly, the rights and obligations of the Lenders in respect thereof (including pursuant to Section 3.04) shall terminate.

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 Section 3.4(a)5.4, agrees to issue Letters letters of Credit upon the request and credit (each a “Letter of Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Revolving Commitment Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Utilized Commitments would be less greater than zero the Loan Commitments or (Ciii) unless the applicable Issuing Lender shall otherwise agreed to by such Issuing Lenderconsent thereto, the L/C Exposure with respect to aggregate amount of all outstanding Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified 33 1/3% of the L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitment. Each Letter of Credit shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and (iiz) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension)Maturity Date; provided, howeverthat, that any Letter of Credit, whether newly requested if one or an existing Letter more Letters of Credit shall at any time have an expiry date that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is later than five Business Days prior to the Revolving Termination Date Maturity Date, the Borrower shall, not later than (i) five Business Days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by Xxxxx’x and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent an amount equal to the L/C Obligations with respect to such Letters of Credit if the Borrower’s Rating in effect is lower than BBB- as published by S&P, or is lower than Baa3 as published by Xxxxx’x 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 Borrower shall survive the Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the relevant extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrower by the applicable Issuing Lender providing after the Maturity Date. Amounts held in such Letter of Credit agree to such expiration date at cash collateral account shall be held and applied by the time such Letter of Credit or extension is requested or at Administrative Agent in the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide manner and for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to purposes set forth in clause (y) above if the condition described in the first proviso of this sentence is satisfiedSection 10.2(c).

L/C Commitment. (a) Subject to the terms and conditions hereofset forth herein, each (A) the Issuing LenderLender agrees, in reliance on upon the agreements of the other Lenders set forth in this Section 3.4(a)3, agrees (1) from time to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 3.2 below, and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Commitment Period Credit Lenders severally agree to participate in such form as may be approved from time to time by such Issuing LenderLetters of Credit issued for the account of the Borrower; provided that no the Issuing Lender shall issue not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit ifif as of the date of such L/C Credit Extension, (iv) after giving effect to such issuancethe Total Outstandings would exceed the Aggregate Commitments, (Aw) the Total Revolving Extensions of Credit would exceed the Total Revolving Credit Commitments, (x) the Available Revolving Credit Commitment of such Lender would be less than zero, (y) the Outstanding Amount of the L/C Exposure Obligations would exceed the L/C Commitment Commitment, or (Bz) the aggregate amount any of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the Commercial L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified Sublimit, Financial Standby L/C Commitment Sublimit or (ii) Performance Standby L/C Sublimit would be exceeded as a result of such Issuing Lender shall have received written notice from L/C Credit Extension. Within the Administrative Agent or foregoing limits, and subject to the terms and conditions hereof, the Borrower, at least one Business Day prior 's ability to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter obtain Letters of Credit shall be deemed to be a Letter fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter replace Letters of Credit that is extended have expired or automatically renewed, may that have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date been drawn upon and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)reimbursed.

L/C Commitment. (a) a. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a)5.4, agrees to issue Letters letters of Credit upon the request and credit (each a "Letter of Credit") for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Revolving Commitment Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Utilized Commitments would be less greater than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerLoan Commitments. Each Letter of Credit shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and (iiz) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension)Maturity Date; provided, howeverthat, that any Letter of Credit, whether newly requested if one or an existing Letter more Letters of Credit shall at any time have an expiry date that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is later than five Business Days prior to the Revolving Termination Date Maturity Date, the Borrower shall, not later than (i) five Business Days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by Xxxxx'x or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent and an amount equal to the relevant Issuing Lender providing L/C Obligations with respect to such Letter Letters of Credit agree to if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by Xxxxx'x; provided, further, that the obligations under this Section 5 in respect of such expiration date at the time such Letter Letters of Credit or extension is requested or at of (i) the time Borrower shall survive the Maturity Date and shall remain in effect until no such existing Letter Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit returned to which Section 2.18(c)(ii) applies) with a one-year term may provide the Borrower by the applicable Issuing Bank after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to purposes set forth in clause (y) above if the condition described in the first proviso of this sentence is satisfiedSection 10.2(c).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing LenderLetter of Credit Provider (or its permitted successors and assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 3.4(a)Sections 2.07 and 2.08, agrees to issue provide Interest Reserve Letters of Credit or other standby letters of credit requested by the Co-Issuers and agreed upon by Letter of Credit Provider in its sole discretion (together with the request and Interest Reserve Letters of Credit each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower (and for the benefit of the Borrower Co-Issuers or any Subsidiary of the Borrower) its designee on any Business Day during at any time until the Revolving date that is ten (10) Business Days prior to the Commitment Period Termination Date to be issued in accordance with Section 2.06(g) in such form as may be approved from time to time by such Issuing Lenderthe Letter of Credit Provider; provided that the Letter of Credit Provider shall have no Issuing Lender shall issue obligation or right to provide any Letter of Credit on a requested issuance date if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment Commitment, or (Bii) the aggregate amount of Series 2021-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed Series 2021-1 Class A-1 Notes Maximum Principal Amount. Notwithstanding anything herein to by such Issuing Lenderthe contrary, the L/C Exposure with respect to all Letters if a requested Letter of Credit issued by such Issuing Lender would cause the Series 2021-1 Class A-1 Outstanding Principal Amount attributable to a Letter of Credit Provider (in its capacity as Committed Note Purchaser and Letter of Credit Provider) to exceed such Issuing Lender’s Specified its Commitment Amount (an “L/C Commitment or (ii) such Issuing Lender Excess”), the Investor Groups shall have received written notice from effectuate a reallocation of the Administrative Agent or the Borrower, at least one Business Day prior Series 2021-1 Class A-1 Outstanding Principal Amounts to the extent necessary so that, immediately after such requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit is issued, no L/C Commitment Excess would exist; provided that the Co-Issuers shall not be deemed to be a Letter of Credit issued hereunder liable for the account of the Borrowerany Breakage Amounts resulting solely from such reallocations. Each Letter of Credit shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Co-Issuers and the Letter of Credit Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Revolving Commitment Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension“Required Expiration Date”); provided, however, provided that any Letter of CreditCredit may provide for the automatic extensions thereof for additional periods, whether newly requested or an existing each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes Provider notifies each beneficiary of such Letter of Credit at 101% least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of the available face amount of Credit) that such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to shall not be automatically renewed, as applicable; provided further that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as either (other than a x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to which Section 2.18(c)(ii) applies) with a one-year term may provide for such Letter of Credit as of the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause Required Expiration Date or (y) above other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the Letter of Credit Provider in its sole and absolute discretion have been made with the Letter of Credit Provider (and, if the condition described in Letter of Credit Provider is not the first proviso L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this sentence is satisfied)Agreement as of the Commitment Termination Date. Additionally, each Series 2021-1 Interest Reserve Letter of Credit shall (1) name the Indenture Trustee, for the benefit of the Noteholders, as the beneficiary thereof; (2) allow the Indenture Trustee to submit a notice of drawing in respect of such Series 2021-1 Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Interest Reserve Account, pursuant to the Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Series 2021-1 Interest Reserve Letter of Credit shall be paid directly into the Interest Reserve Account or otherwise used to pay Required Interest Reserve Draw Amounts in accordance with Sections 5.01(c) of the Indenture. The Letter of Credit Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the Letter of Credit Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

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 Section subsection 3.4(a), agrees to issue continue under this Agreement the Existing Letters of Credit upon and issue letters of credit (the request letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the Parent Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Credit Commitment Period but in no event later than the 30th day prior to the Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall not issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the sum of the Dollar Equivalent of the then outstanding Revolving Credit Loans in any Designated Foreign Currency, the then outstanding Swing Line Foreign Currency Loans and the then outstanding L/C Obligations in respect of any Foreign Backstop Letters of Credit would exceed $75,000,000 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in any Designated Foreign Currency, the then outstanding Swing Line Foreign Currency Loans and, to the extent applicable, the then outstanding L/C Obligations in respect of any Foreign Backstop Letters of Credit on the date on which the Parent Borrower has requested that the Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)), (ii) the L/C Exposure Obligations in respect of Letters of Credit would exceed $70,000,000 or (iii) the Aggregate Outstanding Revolving Credit of all the Revolving Credit Lenders would exceed the L/C Commitment or (B) Revolving Credit Commitments of all the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained Lenders then in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowereffect. Each Letter of Credit shall (i) be denominated in Dollars or, in the case of any Foreign Backstop Letters of Credit, in Dollars or any other Designated Foreign Currency requested by the Parent Borrower 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 Administrative Agent, expire no later than the earlier of (xA) the first anniversary of one year after its date of issuance and (yB) the date that is five Business Days 10th day prior to the Revolving Termination Date (as it may be extendedDate, so long as in the Available Revolving Commitments case of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter Standby Letters of Credit, whether newly requested or an existing (A) 180 days after its date of issuance and (B) the 30th day prior to the Termination Date, in the case of Commercial Letters of Credit. Each Letter of Credit that is extended or automatically renewed, may have an expiration date after shall be deemed to constitute a utilization of the Revolving Termination Date Loan Commitments and shall be participated in (so long as such expiration date remains more fully described in compliance following subsection 3.4) by the Revolving Credit Lenders in accordance with clause (x) above) so long as the Borrower cash collateralizes such Letter their respective Revolving Credit Commitment Percentages. All Letters of Credit at 101% shall be denominated in Dollars or in the respective Designated Foreign Currency requested by the Parent Borrower and shall be issued for the account of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)Parent Borrower.

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 Section 3.4(a), agrees to issue trade and standby letters of credit ("Letters of Credit upon the request and Credit") for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Closing Date through but not including the Revolving Commitment Period Credit Termination Date in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Obligations on account of Letters of Credit issued by such Issuing Lender denominated in an Alternative Currency would exceed such Issuing Lender’s Specified the Alternative Currency L/C Commitment or (iic) such Issuing Lender shall have received written notice from the Administrative Agent or aggregate principal amount of outstanding Revolving Credit Loans, plus the Borrower, at least one Business Day prior to aggregate principal amount of L/C Obligations would exceed the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Revolving Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitment. Each Letter of Credit shall (i) be denominated in Dollars and (iiA) expire no later than the earlier Dollars, if such Letter of (x) the first anniversary of its date of issuance and (y) the date that Credit is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any a standby Letter of Credit, whether newly requested or (B) Dollars or an existing Letter of Credit that is extended or automatically renewedAlternative Currency, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes if such Letter of Credit at 101% is a trade Letter of Credit, (ii) be a trade or standby letter of credit issued to support obligations of the available face amount Borrower or any of such Letter its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no later than (A) two hundred twenty-five (225) days from the date of issuance thereof for trade Letters of Credit on or prior and (B) one (1) year from the date of issuance thereof for standby Letters of Credit, and (iv) be subject to the date which is five Business Days prior Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the Revolving Termination Date and extent not inconsistent therewith, the Administrative Agent and laws of the relevant State of New York. No Issuing Lender providing such Letter of Credit agree shall at any time be obligated to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that issue any Letter of Credit (other than a Letter 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 Law. References herein to "issue" and derivations thereof with respect to Letters of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for shall also include extensions or modifications of any existing Letters of Credit, unless the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)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 Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Revolving Commitment Period Closing Date 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 such the applicable Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the aggregate amount of L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Obligations would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerBorrowing Limit. Each Letter of Credit shall (i) be denominated in Dollars a Permitted Currency and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire on a date that is no later than the earlier of fifth (x5th) the first anniversary of its date of issuance and (y) the date that is five Business Days Day prior to the Revolving Termination Maturity Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, provided that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% may, (A) by its terms and otherwise consistent with this Agreement, provide for automatic annual renewals and (B) expire on a date that is after the Maturity Date with the prior written consent of each of the available face amount of 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 date which is five fifth (5th) Business Days Day prior to the Revolving Termination Maturity Date and that, on the Administrative Agent 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 relevant extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender providing such Letter of Credit agree shall at any time be obligated to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that 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 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 than Loan Documents, a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)issued and outstanding hereunder.

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 Section 3.4(a), agrees to issue trade and standby letters of credit ("Letters of Credit upon the request and Credit") for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) its specified Subsidiaries on any Business Day during from the Closing Date to but not including the Revolving Commitment Period Credit Termination Date in such form as may be approved from time to time by such Issuing Lender; provided provided, however, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Obligations on account of Letters of Credit issued by such Issuing Lender denominated in an Alternative Currency would exceed such Issuing Lender’s Specified the Alternative Currency L/C Commitment or (iic) such Issuing Lender shall have received written notice from the Administrative Agent or aggregate principal amount of outstanding Revolving Credit Loans, plus the Borrower, at least one Business Day prior to aggregate principal amount of L/C Obligations would exceed the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Revolving Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitment. Each Letter of Credit shall (i) be denominated in (A) Dollars, if such Letter of Credit is a standby Letter of Credit, or (B) Dollars and or an Alternative Currency, if such Letter of Credit is a trade Letter of Credit, (ii) be a trade or standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five ten Business Days prior to the Revolving Credit Termination Date Date, and (iv) be subject to the Uniform Customs and/or ISP 98, as it may be extendedset forth in the Application or as determined by the applicable Issuing Lender and, so long as to the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); providedextent not inconsistent therewith, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% laws of the available face amount State of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant New York. No Issuing Lender providing such Letter of Credit agree shall at any time be obligated to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that issue any Letter of Credit (other than a 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 Law. References herein to "issue" and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. Each Outstanding Letter of Credit shall be deemed to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of have been issued under this sentence is satisfied)Agreement.

L/C Commitment. (a) a. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a)5.4, agrees to issue Letters or cause an Issuing L/C Bank to issue letters of Credit upon the request and credit (each a "Letter of Credit") for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Revolving Commitment Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue or cause to be issued any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Utilized Commitments would be less greater than zero or (C) unless otherwise agreed the Loan Commitments; and provided, further, that that no Issuing Lender which has notified the Borrower that it intends to by such cause an Issuing Lender, the L/C Exposure Bank to issue Letters of Credit on its behalf shall have any obligation to issue or cause to be issued any Letter of Credit until such time as (A) such Issuing L/C Bank has been approved by the Borrower in accordance with the definition of "Issuing L/C Bank" in Section 1.1 hereof, and (B) the Issuing Lender notifies the Borrower that a satisfactory reimbursement or similar agreement has been entered into between such Issuing Lender and such Issuing L/C Bank (the date such requirements set forth in clauses (A) and (B) of this proviso are satisfied with respect to all Letters of Credit issued by such an Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) Bank, the "Issuing L/C Bank Effective Date" for such Issuing L/C Bank). Once the Borrower has approved an Issuing L/C Bank in accordance with the definition of "Issuing L/C Bank" in Section 1.1, the Issuing Lender shall have received written notice from the Administrative Agent enter into a reimbursement or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowersimilar agreement on customary terms as promptly as practicable. Each Letter of Credit shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and (iiz) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension)Maturity Date; provided, howeverthat, that any Letter of Credit, whether newly requested if one or an existing Letter more Letters of Credit shall at any time have an expiry date that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is later than five Business Days prior to the Revolving Termination Date Maturity Date, the Borrower shall, not later than (i) five Business Days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by Xxxxx'x or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent an amount equal to the L/C Obligations with respect to such Letters of Credit if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by Xxxxx'x; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrower shall survive the Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the relevant extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrower by the applicable Issuing Lender providing after the Maturity Date. Amounts held in such Letter of Credit agree to such expiration date at cash collateral account shall be held and applied by the time such Letter of Credit or extension is requested or at Administrative Agent in the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide manner and for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to purposes set forth in clause (y) above if the condition described in the first proviso of this sentence is satisfiedSection 10.2(c).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe Administrative Agent, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to arrange for the Issuing Bank to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) Borrowers on any Business Day during from the Revolving Commitment Period Closing Date through but not including the Maturity Date in such form as may be approved from time to time by such Issuing LenderBank; provided provided, that the Administrative Agent shall have no Issuing Lender shall issue obligation to arrange for the issuance of any such Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Obligations would exceed such Issuing Lender’s Specified L/C the lesser of (x) the Revolving Credit Commitment or and (iiy) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerBorrowing Base Amount. Each Letter of Credit shall (i) be denominated in Dollars and in a minimum amount of $5,000, (ii) be a standby or commercial letter of credit issued to support obligations of any Credit Party, contingent or otherwise, incurred in the ordinary course of business (including bid, performance, surety and similar bonds or obligations), (iii) expire on a date no later more than twelve (12) months after the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount last renewal of such Letter of Credit on or (it being understood and agreed that such limitation shall not be construed to prohibit the issuance by such Issuing Bank of “evergreen” Letters of Credit providing for automatic extension for periods not exceeding 12 months), which expiry date (including any such date that could automatically be extended pursuant to an “evergreen” provision contained in a Letter of Credit) shall be no later than the fifth (5th) Business Day prior to the date which is five Business Days prior specified in clause (a) of the definition of the term “Maturity Date” and (iv) be subject to the Revolving Termination Date and Uniform Customs and/or ISP98, as set forth in the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree Application or as determined by such Issuing Bank and, to such expiration date at the time such Letter extent not inconsistent therewith, the laws of Credit or extension is requested or at the time such existing Letter State of Credit is New York. The Administrative Agent shall not be obligated to be automatically renewed, as applicable; provided further that arrange for the issuance of any Letter of Credit (other than a Letter hereunder if such issuance would conflict with, or cause such Issuing Bank 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 to which Section 2.18(c)(ii) applies) with a one-year term may provide for shall also include extensions or modifications of any outstanding Letters of Credit, unless the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)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 Lenders set forth in Section 3.4(a3.10(a), agrees to issue documentary or standby letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollarsan L/C currency, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which or a longer period if agreed to by the Issuing Lender but in no event shall only any renewal period extend beyond the date referred to in clause (y) above above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the condition described in L/C Obligations are less than or equal to the first proviso L/C Commitment for ten consecutive Business Days). Each Letter of this sentence Credit shall be governed by laws of the State of New York (unless the laws of another jurisdiction is satisfiedagreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98).

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 Section 3.4(a), agrees to issue trade and standby letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) its specified Subsidiaries on any Business Day during from the Closing Date to but not including the Revolving Commitment Period Credit Termination Date in such form as may be approved from time to time by such Issuing Lender; provided provided, however, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Obligations on account of Letters of Credit issued by such Issuing Lender denominated in an Alternative Currency would exceed such Issuing Lender’s Specified the Alternative Currency L/C Commitment or (iic) such Issuing Lender shall have received written notice from the Administrative Agent or aggregate principal amount of outstanding Revolving Credit Loans, plus the Borrower, at least one Business Day prior to aggregate principal amount of L/C Obligations would exceed the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Revolving Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitment. Each Letter of Credit shall (i) be denominated in (A) Dollars, if such Letter of Credit is a standby Letter of Credit, or (B) Dollars and or an Alternative Currency, if such Letter of Credit is a trade Letter of Credit, (ii) be a trade or standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five ten Business Days prior to the Revolving Credit Termination Date Date, and (iv) be subject to the Uniform Customs and/or ISP 98, as it may be extendedset forth in the Application or as determined by the applicable Issuing Lender and, so long as to the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); providedextent not inconsistent therewith, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% laws of the available face amount State of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant New York. No Issuing Lender providing such Letter of Credit agree shall at any time be obligated to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that issue any Letter of Credit (other than a 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 Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. Each Outstanding Letter of Credit shall be deemed to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of have been issued under this sentence is satisfied)Agreement.

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 Section 3.4(a5.4(a), agrees to issue new letters of credit (“Letters of Credit upon the request and Credit”) for the account of the relevant Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Revolving Commitment Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no such Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Utilized Revolving Commitments would be less greater than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerRevolving Loan Commitments. Each Letter of Credit shall (i) be denominated in Dollars and Dollars, (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension)Maturity Date; provided, howeverthat, if one or more Letters of Credit shall at any time have an expiry date that any Letter is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of Credit, whether newly requested if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by Xxxxx’x and is at least BBB- as published by Fitch or an existing Letter of Credit that is extended or automatically renewed(ii) fifteen days preceding the Maturity Date, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains deposit in compliance a cash collateral account established with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and 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 Xxxxx’x 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 Borrowers shall survive the Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrowers by an Issuing Lender providing after the Maturity Date. Amounts held in such Letter of Credit agree to such expiration date at cash collateral account shall be held and applied by the time such Letter of Credit or extension is requested or at Administrative Agent in the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide manner and for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to purposes set forth in clause (y) above if the condition described in the first proviso of this sentence is satisfiedSection 10.2(c).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders and the Loan Parties set forth herein and in Section 3.4(a)the other Loan Documents, agrees to issue documentary or standby letters of credit (the “Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Initial Revolving Commitment Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $200,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Initial Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension)Date; provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal extension thereof for additional one-year periods (which or a longer period if agreed to by the Issuing Lender but in no event shall only any extended period extend beyond the date referred to in clause (y) above above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Initial Revolving Termination Date shall be Cash Collateralized on or prior to the Initial Revolving Termination Date and (ii) to the extent that the L/C Obligations exceed the L/C Commitment, the Borrower shall promptly, but in any event within one (1) Business Day, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the condition described in L/C Obligations are less than or equal to the first proviso L/C Commitment for ten (10) consecutive Business Days). Each Letter of this sentence Credit shall be governed by laws of the State of New York (unless the laws of another jurisdiction is satisfied)agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98) or the Uniform Customs, as applicable.

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 Section 3.4(a), agrees to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied).

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 Section subsection 3.4(a), agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) under any Revolving Facility for the account of the Borrower (and for the benefit of the Borrower or any Regular Subsidiary of the Borrower) Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall not have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of Available Facility A-1 Commitments, the Available Revolving Facility A-2 Commitments, the Available Facility B Commitments the Available Facility C Commitments or the Available Facility D Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowernegative. Each Letter of Credit shall (i) be denominated in Dollars Dollars, euros or in any other Optional Currency (except with respect to Letters of Credit with respect to the Facility A-2 Commitments which shall be in Dollars), (ii) be either (x) a standby letter of credit (a “Standby L/C”) issued to support obligations of the Borrower or any Regular Subsidiary Borrower, contingent or otherwise, with an expiry date occurring not later than one year after such standby L/C was issued (which expiry date may be subject to one or more automatic extensions of one year or less unless 60-day notice, or such other notice as is satisfactory to the Borrower and the Issuing Lender, is given that any such extension shall not be effective) or (y) a documentary letter of credit in respect of the purchase of goods or services by the Borrower and its Subsidiaries in the ordinary course of business with an expiry date occurring not later than one year after such documentary letter of credit was issued and, in the case of any such documentary letter of credit which is to be accepted by the Issuing Lender pending payment at a date after presentation of sight drafts, with a payment date no more than one year after such drafts were presented for acceptance (a “Trade L/C”) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to days before the Revolving Credit Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)Date.

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 Section 3.4(a), Lender agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed either the Total L/C Commitment Commitments or (B) the aggregate amount of the Available Revolving Commitments would be less Commitment at such time. Notwithstanding any other term of any Loan Document or any other agreement, arrangement or understanding between the parties, unless and until any Lender other than zero or (C) unless otherwise agreed to by such Issuing LenderSVB shall become a Lender under the Facilities, the L/C Exposure with respect to all Letters any letter of Credit credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or SVB to a Group Member (ii) such Issuing Lender shall have received written notice from including, for the Administrative Agent or the Borroweravoidance of any doubt, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each any Existing Letter of Credit and any letter of credit to be issued by SVB to a Group Member following the Closing Date), shall not, for any intent or purpose under the Loan Documents, be deemed to be a Letter of Credit or Existing Letter of Credit or reduce the Available Revolving Commitment or the Available Total Commitment, but shall instead be deemed to be Cash Management Services. Concurrently with the joinder of any Lender other than SVB under the Facilities, any then-outstanding and future letters of credit issued hereunder for by SVB at the account request of the BorrowerBorrower shall automatically be deemed to be Letters of Credit hereunder and reduce the Available Revolving Commitment and the Available Total Commitment. Each Unless otherwise agreed to by the Administrative Agent in its sole discretion, each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewedMaturity Date, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfiedabove).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing LenderLenders, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees agree to issue standby letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Closing Date through but not including the Revolving Commitment Period Credit Maturity Date in such form as may be approved from time to time by such the applicable Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Obligations would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerAggregate Commitment. Each Letter of Credit shall (i) be denominated in Dollars and in a minimum amount of $100,000 (or such lesser amount as may be agreed by the Administrative Agent), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire no later than the earlier of of: (xA) the first anniversary of one (1) year after its date of issuance and or (yB) the date that is five fifth (5th) Business Days Day prior to the Revolving Termination Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, as it may be extended, so long as set forth in the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended Application or automatically renewedas determined by the applicable Issuing Lender and, may have an expiration date after to the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as extent not inconsistent therewith, the Borrower cash collateralizes such Letter of Credit at 101% laws of the available face amount State of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant New York. No Issuing Lender providing such Letter of Credit agree shall at any time be obligated to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that 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 Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. Notwithstanding the foregoing, as of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other than Loan Documents, a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)issued and outstanding hereunder.

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 Section 3.4(a), agrees to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied).

L/C Commitment. (a) Subject Each Issuing Lender will issue trade, standby and commercial letters of credit from time to time denominated in Dollars and/or in one or more Facility A Currencies before the Revolving Maturity Date, in each case containing such terms and conditions hereofas are permitted by this Agreement and are reasonably satisfactory to the applicable Issuing Lender and the Company, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue Letters of Credit upon at the request of and for the account of the Borrower Company (and or jointly for the benefit account of the Borrower Company and any Subsidiary) or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by before the date which is 30 days prior to the scheduled Revolving Maturity Date; and (b) as more fully set forth in Section 2.3.2, each Lender agrees to purchase a participation in each such Issuing LenderLetter of Credit; provided that no Issuing Lender shall issue any that, after giving effect to the issuance of each Letter of Credit ifCredit, (i) after giving effect to such issuance, the aggregate Stated Amount of all Letters of Credit shall not exceed the lesser of (Ax) $50,000,000 and (y) the aggregate Facility A Revolving Commitment (the “L/C Exposure would exceed the L/C Commitment or Sublimit”), (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (Cii) unless otherwise agreed to by such an individual Issuing LenderLender (in its sole discretion), the L/C Exposure with respect to Stated Amount of all Letters of Credit issued by such Issuing Lender would shall not exceed such Issuing Lender’s Specified L/C Commitment or Commitment, (iiiii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment sum of the applicable Letter aggregate outstanding Dollar Equivalent amount of Credit, that one or more applicable conditions contained all Offshore Currency Loans plus the Stated Amount of all Letters of Credit denominated in Section 5.2 an Offshore Currency shall not have been satisfied. On exceed the Restatement Effective DateOffshore Currency Sublimit, (iv) each Existing Letter of Revolving Lender’s Facility A Revolving Credit Exposure shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars not exceed such Revolving Lender’s Facility A Revolving Commitment; and (ii) expire no later than the earlier of (xv) the first anniversary of its date of issuance and (y) aggregate Facility A Revolving Credit Exposure shall not exceed the date that is five Business Days prior to the aggregate Facility A Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)Commitment.

L/C Commitment. (a) Subject to the terms and conditions hereofset forth herein, each the Issuing LenderLender agrees, in reliance on upon the agreements of the other Lenders set forth in this Agreement, including Section 3.4(a2.3 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”), agrees to issue Letters of Credit upon at the request of and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved Company from time to time by 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 Issuing LenderLetter of Credit; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed the L/C Commitment or (Ba) the aggregate amount Stated Amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would shall not at any time exceed such Issuing Lender’s Specified 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 Commitment or (ii) Borrowings outstanding at such Issuing Lender shall have received written notice from time). Each request by the Administrative Agent or Company for the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing a Letter of Credit shall be deemed to be a representation by the Company that the Letter of Credit so requested complies with the conditions set forth in the proviso to the preceding sentence and the other terms and provisions of this Agreement. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, subject to the terms and conditions of this Agreement, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Subject to the foregoing limitations, the Administrative Agent, the Issuing Lender, the Company and each Lender agrees that any letter of credit issued hereunder by the Issuing Lender prior to the date of this Agreement for the account of the Borrower. Each Letter of Credit shall (i) Company or any other Loan Party shall, for all purposes, be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is deemed to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for under this Agreement and under the renewal thereof for additional one-year periods other Loan Documents, including, without limitation, as of the Closing Date, the letters of credit listed on Exhibit G hereto (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso “Existing Letters of this sentence is satisfiedCredit”).

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 Section 3.4(a), agrees to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically AMERICAS 91255883 33 renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied).

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 Section 3.4(a2.20(e), agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) its Subsidiaries or Affiliates on any Business Day during the Revolving period from the Availability Date to the Commitment Period Termination Date of such Issuing Bank in such form as may be approved from time to time by such Issuing LenderBank; provided that no Issuing Lender Bank shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (i) without the consent of the applicable Issuing Bank, (A) in the case of any Principal Issuing Bank, the L/C Exposure Obligations with respect to Letters of Credit issued by such Principal Issuing Bank would exceed $10,000,000 or such other amount (not to exceed, when added to the L/C Commitment or (B) Letter of Credit commitments of all other Issuing Banks, the aggregate amount of the Available Revolving Commitments would Commitments) as may be less than zero or (C) unless otherwise agreed to by such Principal Issuing LenderBank 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 Exposure Obligations with respect to all Letters of Credit issued by such Issuing Lender Bank would exceed such amount (not to exceed, when added to the Letter of Credit commitments of all other Issuing Lender’s Specified Banks, the aggregate amount of the Commitments) as may be agreed to by such Issuing Bank and the Borrower in writing from time to time (with prompt notice to the Administrative Agent), (ii) the aggregate principal amount of the Total Extensions of Credit would exceed the 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 or (ii) such Issuing Lender 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 received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective extended beyond such Existing Commitment Termination Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (iA) be denominated in Dollars Dollars, (B) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Bank) and (iiC) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Commitment Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant applicable Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewedBank, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if above). It is agreed that the condition described in Borrower shall have the first proviso right from and after the Closing Date to request that any letter of credit issued by a Principal Issuing Bank pursuant to documentation other than this Agreement be deemed (at any time during the Commitment Period of such Principal Issuing Bank) to constitute a Letter of Credit issued under this Agreement, and, provided that all requirements of this sentence is satisfiedAgreement 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 Bank, such letter of credit shall be so deemed to constitute a Letter of Credit issued under this Agreement as fully as if it were then newly issued under this Agreement. The applicable Principal Issuing Bank shall provide the Administrative Agent with a copy of each such Letter of Credit in accordance with Section 2.20(b) below.

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 Section subsection 3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, the “Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) Borrowers on any Business Day during the Revolving Commitment Period but in no event later than the third Business Day prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no such Issuing Lender shall not issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the Aggregate Canadian Facility Lender Exposure, Aggregate Canadian Borrowing Extensions, Aggregate U.S. Facility Lender Exposure or Aggregate U.S. Borrowing Extensions would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent or the Canadian Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the U.S. Borrower Representative or the Canadian Borrower Representative, as the case may be, 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 Exposure would exceed the L/C Commitment or (B) the aggregate amount Obligations in respect of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower$400.0 million. Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollars (in the case of the Canadian Facility Letters of Credit only), requested by the U.S. Borrower Representative or the Canadian Borrower Representative, as the case shall be, and shall be either (A) a standby letter of credit issued to support obligations of the 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) expire unless otherwise agreed by the Issuing Lender, mature not more than twelve months after the date of issuance (automatically renewable annually thereafter or for such longer period of time as may be agreed by the relevant Issuing Lender) and, in any event no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five third Business Days Day prior to the Revolving Termination Maturity Date (as it may be extended, so long as except to the Available Revolving Commitments of all Continuing Lenders would equal extent cash collateralized or exceed zero following such extensionbackstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender); provided, however, that any Letter of Credit, whether newly requested or an existing . Each Letter of Credit that is extended or automatically renewed, may have an expiration date after issued by the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as U.S. Facility Issuing Lender shall be deemed to constitute a utilization of the Borrower cash collateralizes such U.S. Facility Commitments and each Letter of Credit at 101% issued by the Canadian Facility Issuing Lender shall be deemed to constitute a utilization of the available face amount of such Letter of Credit on Canadian Facility Commitments, and shall be participated in (as more fully described in the following subsection 3.4) by the U.S. Facility Lenders or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewedCanadian Facility Lenders, as applicable; provided further that any Letter , in accordance with their respective U.S. Facility Commitment Percentages or Canadian Facility Commitment Percentages, as applicable. All Letters of Credit (other than a Letter issued under the U.S. Facility shall be denominated in Dollars and shall be issued for the account of the applicable U.S. Borrower. All Letters of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide issued under the Canadian Facility shall be denominated in Dollars or Canadian Dollars and shall be issued for the renewal thereof for additional one-year periods (which account of the applicable Canadian Borrower. For greater certainty, no Letters of Credit shall only extend beyond be issued under the date referred to in clause (y) above if the condition described in the first proviso Canadian Facility on account of this sentence is satisfied)a U.S. Borrower.

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 Section 3.4(a), agrees to issue standby letters of credit ("Letters of Credit upon the request and Credit") for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Revolving Commitment Period Closing Date through but not including the Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue and shall not issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment, (b) the Committed Extensions of Credit of any Lender would exceed such Lender's Commitment or (Bc) the aggregate principal amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, all outstanding Loans plus the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Obligations would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerAggregate Commitment. Each Letter of Credit shall (i) be denominated in Dollars and shall be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (ii) expire on a date no later than the earlier of (x) one year from the first anniversary of its date of issuance and thereof (y) subject to automatic renewal, if applicable, unless the date Issuing Bank provides advance written notice that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of will not be renewed) and the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and (iii) be subject to the Administrative Agent and Uniform Customs and, to the relevant extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender providing such Letter of Credit agree shall not at any time be obligated to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that issue any Letter of Credit (other than a Letter 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 to which Section 2.18(c)(ii) applies) with a one-year term may provide for shall also include extensions or modifications of any existing Letters of Credit, unless the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)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 Section 3.4(a), agrees to issue standby letters of credit ("Letters of Credit upon the request and Credit") for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Closing Date through but not including the Revolving Commitment Period Credit Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, based upon the Dollar Amount of all outstanding Loans and L/C Obligations, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment or lesser of (Bi) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing the Aggregate Commitment less the Swingline Commitment less the aggregate principal amount of all outstanding Revolving Credit Loans and Alternative Currency Loans or (b) the Available Commitment of any Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall would be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerless than zero. Each Letter of Credit shall (i) be denominated in Dollars and in a minimum amount of $100,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of ninety (x90) the first anniversary of its date of issuance and (y) the date that is five Business Days days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and (iv) be subject to the Administrative Agent and Uniform Customs and/or ISP 98, as set forth in the relevant Application or as determined by the Issuing Lender, and, to the extent not inconsistent therewith, the laws of the State of North Carolina. The Issuing Lender providing such Letter of Credit agree shall not at any time be obligated to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that issue any Letter of Credit (other than a Letter 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 to which Section 2.18(c)(ii) applies) with a one-year term may provide for shall also include extensions or modifications of any existing Letters of Credit, unless the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)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 Section 3.4(a), agrees to issue standby and commercial letters of credit ("Letters of Credit upon the request and Credit") for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) Borrowers on any Business Day during from the Closing Date through but not including the Revolving Commitment Period Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate principal amount of outstanding Revolving Credit Loans plus the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Obligations would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Revolving Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitment. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face a minimum amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; $250,000 (provided further that any Letter of Credit issued by the Issuing Lender to replace any letter of credit existing under the Existing Facility shall be in a minimum amount agreed to by the Administrative Agent, Issuing Lender and the Borrowers), (other ii) be a standby or a commercial letter of credit issued to support obligations of the Borrowers or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than a one year from the date of issuance (or if sooner, the Revolving Credit Maturity Date) and (iv) be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to which Section 2.18(c)(ii) applies) exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with a one-year term may provide for respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)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 Section 3.4(a), Lender agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed either the Total L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by Commitment at such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowertime. Each Letter of Credit shall (i) be denominated in Dollars Dollars, or in the discretion of the Issuing Lender, a Foreign Currency; provided that (A) the Dollar Equivalent of each Letter of Credit denominated in Foreign Currency (each, a “Foreign Currency L/C”) shall be reported by the Issuing Bank to the Administrative Agent (unless the Administrative Agent is the Issuing Lender) promptly upon the issuance of such Foreign Currency L/C and monthly within seven (7) Business Days prior to the end of each month (including the month of issuance) or more frequently upon the request of the Administrative Agent and (B) the Dollar Equivalent of the aggregate face amount of all Foreign Currency L/Cs shall not exceed $20,000,000 at any time; and (ii) expire no later than the Portions of this Exhibit, indicated by the xxxx “[*****],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit Maturity Date; except that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (xA) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above above) subject to the Borrower’s satisfaction of the conditions set forth in Section 5.2 at the time of any such renewal and (B) a Letter of Credit may expire on a date that is up to 365 days after the Letter of Credit Maturity Date (each such Letter of Credit, a “Holdover Letter of Credit”) if, on or before the date that is five (5) Business Days prior to the Letter of Credit Maturity Date, the Borrower provides to the Issuing Lender cash collateral in an amount equal to 105% of the Dollar Equivalent of the face amount of such Letter of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by the Issuing Lender in its sole discretion), to secure all of the Obligations relating to such Letter of Credit; provided that the Dollar Equivalent of the aggregate face amount of all Holdover Letters of Credit shall not exceed $70,000,000 at any time; and provided, further, that following the Letter of Credit Maturity Date, the Issuing Bank may recalculate the Dollar Equivalent of the face amount of any Foreign Currency L/C at any time and, to the extent that the cash collateral previously provided by the Borrower is equal to less than 105% of the Dollar Equivalent of the face amount of such Foreign Currency L/C plus all interest, fees, and costs due or to become due in connection therewith (as estimated by the Issuing Lender in its sole discretion), the Borrower shall immediately provide sufficient additional cash collateral to the Issuing Bank to make up for this shortfall. In addition, if the condition described Borrower so requests in any applicable Letter of Credit Application, the first proviso L/C Issuer may, in its sole discretion, agree to issue a Letter of this sentence Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension 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 (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the date that is five (5) Business Days prior to the Letter of Credit Maturity Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied), and in each such case directing the L/C Issuer not to permit such extension.

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 Section 3.4(a), agrees to issue standby letters of credit and to the extent agreed to by an Issuing Lender, bank guarantees and commercial letters of credit providing for the payment of cash upon the honoring of a presentation thereunder (collectively, with the letters of credit existing under the Original Credit Facility on the date hereof and described on Schedule 1.1-3, “Letters of Credit upon the request and Credit”) for the account of the Initial Borrower or the account of any of its Restricted Subsidiaries (provided that the Initial Borrower shall be an applicant, and be fully and unconditionally liable, with respect to each Letter of Credit issued for the benefit account of the Borrower or any Subsidiary of the Borrowera Restricted Subsidiary) on any Business Day during prior to the date that is thirty (30) days prior to the Revolving Commitment Period Termination Date in such form as may be approved from time to time by such the Issuing LenderLenders; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations -117- 13452822.12 |US-DOCS\87149920.12138026742.9|| 27955694.v2 would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (Ciii) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters Obligation of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified its L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerSublimit. Each Letter of Credit shall (i) be denominated in Dollars and Dollars, (ii) have a stated amount acceptable to the relevant Issuing Lender, (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance issuance, or such longer period as is reasonably acceptable to the Issuing Lender, and (y) the date that is five three (3) Business Days prior to the Revolving Termination Date (as it may be extendedDate, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter with the consent of Credit to which Section 2.18(c)(ii) applies) with a one-year term the applicable Issuing Lender may provide for the renewal or extension thereof for additional one-year periods or such longer period of time as may be agreed by the Issuing Lender (which shall only in no event extend beyond the date referred to in clause (y) above above, except to the extent the L/C Obligations under such Letter of Credit have been Cash Collateralized); provided, further, that the Issuing Lenders shall not renew or extend any such Letter of Credit if it has received written notice (or otherwise has knowledge) that an Event of Default has occurred and is continuing or any of the condition described conditions set forth in Section 5.2 are not satisfied prior to the first proviso date of the decision to renew or extend such Letter of Credit and (iv) be otherwise reasonably acceptable in all respects to the Issuing Lenders. Unless otherwise directed by the Issuing Lenders, the Borrower Representative shall not be required to make a specific request to an Issuing Lender for any such extension. Once any Letter of Credit has been issued that may be extended automatically pursuant to the foregoing, the Revolving Lenders shall be deemed to have authorized (but may not require) the Issuing Lenders to permit the extension of such Letter of Credit, including to the date that is five (5) Business Days prior to the Revolving Termination Date. For the avoidance of doubt, the letters of credit identified on Schedule 1.1-3 shall be deemed Letters of Credit for all purposes under this sentence is satisfied)Agreement.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 3.4(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit, including Interest Reserve Letters of Credit upon (each, a “Letter of Credit” and, collectively, the request and “Letters of Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) Issuer on any Business Day during the Revolving period commencing on the Series 2019-3 Closing Date and ending on the date that is ten Business Days prior to the Commitment Period Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that the L/C Provider shall have no Issuing Lender shall issue obligation or right to provide any Letter of Credit on a requested issuance date if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment Commitment, (ii) the Series 2019-3 Class A-1 Outstanding Principal Amount would exceed the Series 2019-3 Class A-1 Notes Maximum Principal Amount or (Biii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed Series 2019-3 Class A-1 Outstanding Principal Amount attributable to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified Provider (in its capacity as Committed Note Purchaser and L/C Provider) would exceed its Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerAmount. Each Letter of Credit shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $100,000 (unless otherwise agreed by the L/C Provider, together with a reasonable administrative fee to be agreed upon) and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Revolving Commitment Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension“Required Expiration Date”); provided, however, provided that any Letter of CreditCredit may provide for the automatic renewal thereof for additional periods, whether newly requested or an existing Letter each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies each beneficiary of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of the available face amount of Credit) that such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to shall not be automatically renewed, as applicable; provided further that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as either (other than a x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Issuer in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to which Section 2.18(c)(ii) applies) with a one-year term may provide for such Letter of Credit as of the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause Required Expiration Date or (y) above other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the condition described in L/C Provider is not the first proviso L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this sentence is satisfied)Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and (B) the Control Party, as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, or such other Account, as permitted pursuant to the terms of the Indenture. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

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 Section 3.4(a), agrees to issue standby letters of credit ("Letters of Credit upon the request and Credit") for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Closing Date through but not including the Revolving Commitment Period Credit Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, based upon the Dollar Amount of all outstanding Loans and L/C Obligations, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment or lesser of (Bi) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing the Aggregate Commitment less the aggregate principal amount of all outstanding Swingline Loans, Revolving Credit Loans and Alternative Currency Loans or (b) the Available Commitment of any Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall would be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerless than zero. Each Letter of Credit shall (i) be denominated in Dollars and in a minimum amount of $100,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of ninety (x90) the first anniversary of its date of issuance and (y) the date that is five Business Days days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and (iv) be subject to the Administrative Agent and Uniform Customs and/or ISP 98, as set forth in the relevant Application or as determined by the Issuing Lender, and, to the extent not inconsistent therewith, the laws of the State of North Carolina. The Issuing Lender providing such Letter of Credit agree shall not at any time be obligated to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that issue any Letter of Credit (other than a Letter 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 to which Section 2.18(c)(ii) applies) with a one-year term may provide for shall also include extensions or modifications of any existing Letters of Credit, unless the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)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 Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Closing Date through but not including the Revolving Commitment Period Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Obligations would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Revolving Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitment. Each Letter of Credit shall (i) be denominated in Dollars and in a minimum amount of $500,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the earlier of fifth (x5th) the first anniversary of its date of issuance and (y) the date that is five Business Days Day prior to the Revolving Termination Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, as it may be extended, so long as set forth in the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended Application or automatically renewedas determined by the Issuing Lender and, may have an expiration date after to the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as extent not inconsistent therewith, the Borrower cash collateralizes such Letter of Credit at 101% laws of the available face amount State of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Texas. The Issuing Lender providing such Letter of Credit agree shall not at any time be obligated to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that issue any Letter of Credit (other than a Letter 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 to which Section 2.18(c)(ii) applies) with a one-year term may provide for shall also include extensions or modifications of any outstanding Letters of Credit, unless the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)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 Section 3.4(a), agrees to issue standby letters of credit ("Letters of Credit upon the request and Credit") for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Revolving Commitment Period Closing Date through but not including the Credit Facility Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall not issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the lesser of (A) the L/C Commitment or (B) the Aggregate Commitment less the sum of the Dollar Amount of the aggregate principal amount of all outstanding Revolving Credit Loans, Specified A/C Loans, Competitive Bid Loans and Swingline Loans, or (ii) the Available Commitment of any Lender less such Lender's Commitment Percentage of the Dollar Amount of Revolving Commitments Credit Loans, Specified A/C Loans, Competitive Bid Loans, Swingline Loans and L/C Obligations would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i1) be denominated in Dollars in a minimum amount of $50,000 and shall be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (ii2) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of of: (x) the first anniversary of its date that is twelve (12) months after the date of issuance thereof and (y) the date that is five Business Days prior to the Revolving Credit Facility Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit with an expiration date occurring up to twelve (12) months after such Letter of Credit's date of issuance may be automatically renewable for subsequent twelve (12) month periods (but in no event later than the Credit Facility Termination Date) so long as on the date of such renewal the Borrower is in compliance with all of the terms and conditions of this Agreement and the other than a Loan Documents and (3) be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of Pennsylvania. The Issuing Lender shall not issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to which Section 2.18(c)(ii) applies) exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with a one-year term may provide for respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)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 Section 3.4(a), agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of its Subsidiaries and with the Borrower or any Subsidiary of as the Borrower) applicant on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the its L/C Exposure Obligations would exceed its L/C Commitment, (ii) the aggregate amount of L/C Obligations would exceed the aggregate amount of L/C Commitment Commitments or (Biii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars or in any Designated Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extendedunless, so long as in the Available Revolving Commitments case of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with this clause (x) above) so long as the Borrower cash collateralizes ii), on or prior to such date, such Letter of Credit at 101% of the available face is cash collateralized or backstopped in an amount of such Letter of Credit and on or prior terms reasonably acceptable to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant applicable Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewedLender), as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above above). If the Administrative Agent notifies the Borrower at any time that the amount of all L/C Obligations denominated in Designated Foreign Currencies at such time causes the L/C Commitment of any Issuing Lender or the aggregate L/C Commitment to exceed an amount equal to 105% of the L/C Commitment of such Issuing Lender or the aggregate L/C Commitment then in effect, then, within five Business Days after receipt of such notice, the Borrower shall cash collateralize Letters of Credit in an aggregate amount sufficient to reduce such amount as of such date to an amount not to exceed 100% of the L/C Commitment of such Issuing Lender or the aggregate L/C Commitment then in effect then in effect, as applicable; provided that such cash collateral shall be promptly released if the condition described in circumstances giving rise to the first proviso of this sentence is satisfied)need for it to be provided no longer apply.

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 Section 3.4(a), Lender agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed either the Total L/C Commitment Commitments or (B) the aggregate amount of the Available Revolving Commitments would be less Commitment at such time. Notwithstanding any other term of any Loan Document or any other agreement, arrangement or understanding between the parties, unless and until any Lender other than zero or (C) unless otherwise agreed to by such Issuing LenderSVB shall become a Lender under the Facilities, the L/C Exposure with respect to all Letters any letter of Credit credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or SVB to a Group Member (ii) such Issuing Lender shall have received written notice from including, for the Administrative Agent or the Borroweravoidance of any doubt, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each any Existing Letter of Credit and any letter of credit to be issued by SVB to a Group Member following the Closing Date), shall not, for any intent or purpose under the Loan Documents, be deemed to be a Letter of Credit or Existing Letter of Credit or reduce the Available Revolving Commitment or the Available Total Commitment, but shall instead be deemed to be Cash Management Services. Concurrently with the joinder of any Lender other than SVB under the Facilities, any then-outstanding and future letters of credit issued hereunder for by SVB at the account request of the BorrowerBorrower shall automatically be deemed to be Letters of Credit hereunder and reduce the Available Revolving Commitment and the Available Total Commitment. Each Unless otherwise agreed to by the Administrative Agent in its sole discretion, each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewedMaturity Date, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if above). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) such issuance would conflict with, or cause the condition described in Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the first proviso Issuing Lender from issuing, amending or reinstating such Letter of this sentence is satisfied).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

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to may in its sole discretion issue standby letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower denominated in Dollars or any Subsidiary of the Borrower) Alternative Currency on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero zero, (iii) the Total Revolving Extensions of Credit denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (Civ) unless otherwise agreed to by such Issuing LenderLender otherwise consents, the L/C Exposure Obligations with respect to all Letters of Credit issued by such any Issuing Lender would exceed the Issuing Lender Commitment of such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars or any Alternative Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extendedDate, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above above) so long as such Letter of Credit permits the Issuing Lender to prevent any such extension 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 (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an automatic renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the date referred to in clause (y) above; provided, however, that the Issuing Lender shall not permit any such extension if it has received written notice on or before the condition day that is seven Business Days before the Non-Extension Notice Date from any Lender or the Administrative Agent that a Default or Event of Default has occurred and is continuing directing the Issuing Lender not to permit such extension. The letters of credit outstanding under the Existing Revolving Credit Agreement and described in Schedule 3.1(a) hereto shall become Letters of Credit hereunder on the first proviso Funding Date and thereafter be Letters of this sentence is satisfied)Credit hereunder for all purposes.

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 Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Closing Date through but not including five Business Days prior to the Revolving Commitment Period Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Obligations would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Revolving Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitment. Each Letter of Credit shall (i) be denominated in Dollars and in a minimum amount of $100,000 or such lesser amount as the Issuing Lender may approve, (ii) be a standby letter of credit issued to support obligations of Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the earlier of fifth (x5th) the first anniversary of its date of issuance and (y) the date that is five Business Days Day prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension)Credit Maturity Date; provided, however, provided that any Letter of Credit, whether newly requested or an existing each Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days initially expiring by its terms more than one year prior to the Revolving Termination Credit Maturity Date and may provide that it will be automatically extended for an additional term of twelve (12) months or less (with identical terms as the Administrative Agent and initial Letter of Credit including, but not limited to, the relevant Issuing Lender providing fees payable on such Letter of Credit agree Credit) upon its expiration with no additional action on the part of Borrower and (iv) be subject to such expiration date at the time such Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or extension is requested 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 the any time such existing Letter of Credit is be obligated to be automatically renewed, as applicable; provided further that issue any Letter of Credit (other than a Letter 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 to which Section 2.18(c)(ii) applies) with a one-year term may provide for shall also include extensions or modifications of any outstanding Letters of Credit, unless the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)context otherwise requires.

L/C Commitment. (ab) Subject to the terms and conditions hereof, each the Issuing LenderLenders, in reliance on the agreements of the other Lenders set forth in Section 3.4(a3.04(a), agrees agree to issue issue, amend, renew or extend letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Availability Period in such form as may be approved from time to time by such the Issuing LenderLenders; provided that no Issuing Lender shall issue have an obligation to issue, amend, renew or extend any Letter of Credit if, (i) after giving effect to such issuancethereto, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure Obligations with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified its L/C Commitment Sublimit or (iiiii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment aggregate amount of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall Available Commitments would be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerless than zero. Each Letter of Credit shall (i) be denominated in Dollars dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extendedMaturity Date, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if above); provided further, that any such renewal must permit the condition described Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the first proviso date of this sentence 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 satisfied)issued. From time to time and upon reasonable request therefor, the Issuing Lenders shall confirm to the Administrative Agent the L/C Exposure and the Administrative Agent shall confirm to the Issuing Lenders the aggregate amount of Available Commitments.

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 Section 3.4(a)3.4, agrees to issue sight letters of credit on a standby basis (the “Letters of Credit upon Credit”) in support of the request and L/C Supportable Obligations for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lenderzero. Notwithstanding the foregoing, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such no Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior any obligation to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing issue any Letter of Credit shall be deemed to be a on any date that is later than the Letter of Credit issued hereunder for the account of the BorrowerExpiration Date. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five (5) Business Days prior to the Revolving Credit Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal extension thereof for additional one-one year periods (which shall only in no event extend CHAR1\1740645v10 beyond the date referred to in clause (y) above above) (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrower shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the Issuing Lender shall not permit any such extension if the condition described Issuing Lender has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the first proviso terms hereof (by reason of the provisos of this sentence is satisfiedclause (a) or the provisions of clauses (b), (c) or (d) of this Section 3.1).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the applicable 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 upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Commitment Period Credit Maturity Date in such form as may be approved from time to time by such the applicable Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bb) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Obligations would exceed such Issuing Lender’s Specified the Revolving Credit Commitment or (c) the Alternative Currency L/C Commitment or (ii) such Issuing Lender shall have received written notice from Obligations would exceed the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerAlternative Currency L/C Commitment. Each Letter of Credit (other than the Existing Letters of Credit) shall (i) be denominated in Dollars and a Permitted Currency (ii) be in a minimum Dollar Amount of $100,000 or in a Dollar Amount less than $100,000 if approved in writing by the Administrative Agent and the applicable Issuing Lender in their respective sole discretion (or the Alternative Currency Amount thereof with respect to Alternative Currency Letters of Credit), (iii) be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iv) expire on a date satisfactory to the applicable Issuing Lender and the Administrative Agent, which date shall be no later than the earlier of (xA) one (1) year after the first anniversary of its date of issuance and of such Letter of Credit or (yB) the date that is five (5) Business Days prior to the Revolving Termination Date (as it may be extendedCredit Maturity Date, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term tenor may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (yB) above if above), and (v) be subject to ISP98 and, to the condition described in extent not inconsistent therewith, the first proviso laws of the State of North Carolina. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this sentence is satisfied)Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. 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 Law. References herein to “issue” and derivations thereof with respect to Letters of Credit 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 Lenders L/C Participants set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Closing Date through but not including the date five (5) Business Days prior to the Revolving Commitment Period Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate principal amount of outstanding Revolving Credit Loans plus the aggregate principal amount of outstanding Swingline Loans plus the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Obligations would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date aggregate Revolving Credit Commitments of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerall Lenders. Each Letter of Credit shall (i) be denominated in Dollars and a Permitted Currency, (ii) be in a minimum amount of Twenty-Five Thousand Dollars ($25,000) (or, with respect to any Alternative Currency Letter of Credit, the equivalent amount thereof in any Alternative Currency based on the Dollar Amount of such amount as determined by the Administrative Agent on the day which is two (2) Business Days prior to the issuance of such Alternative Currency Letter of Credit), (iii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iv) expire on a date satisfactory to the Issuing Lender, which date shall be a date no later than the earlier of five (x5) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Credit Maturity Date then in effect and (v) be subject to the Uniform Customs and/or ISP98, as it may be extendedset forth in the Application or as determined by the Issuing Lender and, so long as to the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); providedextent not inconsistent therewith, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% laws of the available face amount State of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant New York. The Issuing Lender providing such Letter of Credit agree shall not at any time be obligated to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that issue any Letter of Credit (other than a Letter 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 to which Section 2.18(c)(ii) applies) with a one-year term may provide for shall also include extensions or modifications of any existing Letters of Credit, unless the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)context otherwise requires.

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 Section subsection 3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit upon Credit, collectively, the request and “Letters of Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall not issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the sum of the Letters of Credit (other than Foreign Backstop Letters of Credit) and the Dollar Equivalent of the then outstanding L/C Exposure Obligations in respect of any Foreign Backstop Letters of Credit would exceed $60,000,000 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding L/C Commitment or (B) the aggregate amount Obligations in respect of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all any Foreign Backstop Letters of Credit issued by such on the date on which the Borrower has requested that the Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment issue a Letter of Credit for purposes of determining compliance with this clause (i)) or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or Aggregate Outstanding Revolving Credit of all the Borrower, at least one Business Day prior to Revolving Credit Lenders would exceed the requested date Revolving Credit Commitments of issuance or amendment of all the applicable Letter of Credit, that one or more applicable conditions contained Revolving Credit Lenders then in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowereffect. Each Letter of Credit shall (i) be denominated in Dollars or, in the case of Foreign Backstop Letters of Credit, in Dollars or any Designated Foreign Currency and shall be either (A) a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”), or (B) a commercial letter of credit in respect of the purchase of goods or services by the 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 earlier of Termination Date and (xiii) unless otherwise agreed by the first anniversary of Administrative Agent, expire no later than 365 days after its date of issuance and (y) in the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments case of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter Standby Letters of Credit, whether newly requested or an existing Letter and 180 days after its date of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described issuance in the first proviso case of this sentence is satisfied)Commercial Letters of Credit.

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 Section subsection 3.4(a), agrees to issue Letters letters of Credit upon the request and credit ("LETTERS OF CREDIT") for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided PROVIDED that no the Issuing Lender shall not issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount Obligations in respect of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment $75,000,000 or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or Aggregate Outstanding Revolving Credit of all the Borrower, at least one Business Day prior to Revolving Credit Lenders would exceed the requested date Revolving Credit Commitments of issuance or amendment of all the applicable Letter of Credit, that one or more applicable conditions contained Revolving Credit Lenders then in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowereffect. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business (a "STANDBY LETTER OF CREDIT"), or (y) a commercial letter of credit in respect of the purchase of goods or services by the 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 (which, prior to the refinancing of the 1996 Senior Notes on terms substantially similar to, or more favorable to the Borrower and its Subsidiaries than, the terms governing the 1996 Senior Notes and providing for a scheduled maturity date of no earlier than January 1, 2008, shall be deemed for the purposes of this clause (xii) to be December 31, 2005) and (iii) unless otherwise agreed by the first anniversary of Administrative Agent, expire no later than 365 days after its date of issuance and (y) in the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments case of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter Standby Letters of Credit, whether newly requested or an existing Letter and 180 days after its date of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described issuance in the first proviso case of this sentence is satisfied)Commercial Letters of Credit.

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 Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Revolving Commitment Period Closing Date 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 such the applicable Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the aggregate amount of L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Obligations would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerBorrowing Limit. Each Letter of Credit shall (i) be denominated in Dollars a Permitted Currency and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire on a date that is no later than the earlier of fifth (x5th) the first anniversary of its date of issuance and (y) the date that is five Business Days Day prior to the Revolving Termination Maturity Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, provided that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% may, (A) by its terms and otherwise consistent with this Agreement, provide for automatic annual renewals and (B) expire on a date that is after the Maturity Date with the prior written consent of each of the available face amount of 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 date which is five fifth (5th) Business Days Day prior to the Revolving Termination Maturity Date and that, on the Administrative Agent 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 relevant extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender providing such Letter of Credit agree shall at any time be obligated to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that 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 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 than Loan Documents, a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)issued and outstanding hereunder.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders L/C Participants set forth in Section 3.4(a), agrees to issue standby Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Commitment Period Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall issue have no obligation to issue, and L/C Participants shall have no obligation to participate in, any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate principal amount of outstanding Revolving Credit Loans, plus the Swingline Commitment, plus the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Obligations would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Revolving Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitment. Each Letter of Credit shall (i) be denominated in Dollars and a minimum amount of $50,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of the Subsidiary Guarantors, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (xA) one year from the first anniversary of its date of issuance of such Letter of Credit and (yB) the date that is five fifth (5th) Business Days Day prior to the Revolving Termination Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, as it may set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of North Carolina. The Issuing Lender shall not at any time be extendedobligated to issue, so long as and L/C Participants shall have no obligation to participate in, any Letter of Credit hereunder if such issuance would conflict with, or cause the Available Revolving Commitments 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 all Continuing Lenders would equal Credit shall also include extensions or exceed zero following such extension)modifications of any existing Letters of Credit, unless the context otherwise requires. The Existing Letters of Credit shall be deemed to be Letters of Credit issued and outstanding under this Agreement on and after the Closing Date; provided, however, that any Letter of Credit, whether newly requested or an existing Letter such Existing Letters of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter shall be replaced by letters of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewedcredit issued by Wachovia, as applicable; provided further that any Letter of Credit (other than a Letter of Credit Issuing Lender, pursuant to which Section 2.18(c)(ii) applies) with a one-year term may provide for and under the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso terms of this sentence is satisfied)Agreement upon the expiration and/or maturity thereof and shall not otherwise be extended, renewed or modified.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders and the Loan Parties set forth herein and in Section 3.4(a)the other Loan Documents, agrees to issue documentary or standby letters of credit (together with the Existing Letters of Credit upon the request and Credit, “Letters of Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such zero. Notwithstanding the foregoing sentence, Xxxxxxx Xxxxx Bank USA, in its capacity as Issuing Lender, the L/C Exposure with respect to all shall not have issued and outstanding at any time a number of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or in excess of ten (ii10) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrowerplus, at least one Business Day prior solely to the requested date extent such Letters of issuance or amendment of the applicable Letter Credit are issued to replace Existing Letters of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borroweran additional three (3). Each Letter of Credit shall (i) be denominated in Dollars an L/C Currency, (ii) have a face amount of at least the Dollar Amount of $200,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which or a longer period if agreed to by the Issuing Lender but in no event shall only any renewal period extend beyond the date referred to in clause (y) above above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized on or prior to the date that is ten (10) days prior to the Revolving Termination Date and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the condition described in L/C Obligations are less than or equal to the first proviso L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by laws of the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98). On and after the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder on the Closing Date for all purposes under this sentence is satisfied)Agreement and the other Loan Documents.

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 Section 3.4(a), agrees to issue standby letters of credit ("Letters of Credit upon the request and ") for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Revolving Commitment Period Closing Date 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 such the applicable Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the aggregate amount of L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Obligations would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerBorrowing Limit. Each Letter of Credit shall (i) be denominated in Dollars a Permitted Currency and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire on a date that is no later than the earlier of fifth (x5th) the first anniversary of its date of issuance and (y) the date that is five Business Days Day prior to the Revolving Termination Maturity Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, provided that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% may, (A) by its terms and otherwise consistent with this Agreement, provide for automatic annual renewals and (B) expire on a date that is after the Maturity Date with the prior written consent of each of the available face amount of 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 date which is five fifth (5th) Business Days Day prior to the Revolving Termination Maturity Date and that, on the Administrative Agent 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 relevant extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender providing such Letter of Credit agree shall at any time be obligated to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that 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 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 than Loan Documents, a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)issued and outstanding hereunder.

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 Section 3.4(a), agrees to issue standby letters of credit ("Letters of Credit upon the request and Credit") for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Closing Date through but not including the Revolving Commitment Period Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Obligations would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Revolving Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitment. Each Letter of Credit shall (i) be denominated in Dollars and in a minimum amount acceptable to the Issuing Lender; (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (x) the first anniversary of its date of issuance Revolving Credit Maturity Date and (yiv) the date that is five Business Days prior be subject to the Revolving Termination Date (Uniform Customs and/or ISPA 98, as it may be extendedset forth in the Application or as determined by the Issuing Lender and, so long as to the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); providedextent not inconsistent therewith, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% laws of the available face amount State of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant North Carolina. The Issuing Lender providing such Letter of Credit agree shall not at any time be obligated to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that issue any Letter of Credit (other than a Letter 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 to which Section 2.18(c)(ii) applies) with a one-year term may provide for shall also include extensions or modifications of any existing Letters of Credit, unless the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)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 Section subsection 3.4(a), agrees to issue letters of credit ("Letters of Credit upon the request and Credit") for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall not have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters Aggregate Outstanding Extensions of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Revolving Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitments. Each Letter of Credit shall (i) be denominated in Dollars or any Optional Currency; provided (A) the sum of the Dollar Equivalent of the then outstanding Revolving Credit Loans in Optional Currencies other than Sterling and the then outstanding L/C Obligations in Optional Currencies other than Sterling would exceed the Optional Currency Equivalent of $50,000,000 and (B) the sum of the outstanding Revolving Credit Loans in Optional Currencies including Sterling and outstanding L/C Obligations in Optional Currencies including Sterling would exceed the Optional Currency Equivalent of $250,000,000, (ii) be either (x) a standby letter of credit (a "Standby L/C") issued to support obligations of the Borrower or any Subsidiary Borrower, contingent or otherwise, with an expiry date occurring not later than one year after such standby L/C was issued (which expiry date may be subject to one or more automatic extensions of one year or less unless 60-day notice, or such other notice as is satisfactory to the Borrower and the Issuing Lender, is given that any such extension shall not be effective) or (y) a documentary letter of credit in respect of the purchase of goods or services by the Borrower and its Subsidiaries in the ordinary course of business with an expiry date occurring not later than one year after such documentary letter of credit was issued and, in the case of any such documentary letter of credit which is to be accepted by the Issuing Lender pending payment at a date after presentation of sight drafts, with a payment date no more than one year after such drafts were presented for acceptance (a "Trade L/C") and (iii) expire no later than five days before the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)Date.

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 Section 3.4(a), agrees to issue Letters letters of Credit upon credit and, with the request and consent of such Issuing Lender, letters of guarantee (each a “Letter of Credit”) for the account of the Borrower (and for the benefit of the Borrower a Loan Party or any a Subsidiary of the Borrower) a Loan Party on any Business Day during the Revolving Commitment Period of such Issuing Lender in such form as may be approved from time to time by such Issuing Lenderreasonable and customary for the purpose thereof; provided that (i) the Borrower shall not request, and no Issuing Lender shall issue be required to issue, any Letter of Credit if, (i) after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount Dollar Equivalent of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to then Outstanding Amount of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C Sublimit then in effect, (C) prior to the Collateral Release Date, the Dollar Equivalent of the then Outstanding Amount of Covered Debt would exceed the Borrowing Base at such date or (D) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total Commitments then in effect and (ii) such Issuing Lender the Borrower shall have received written notice from the Administrative Agent or the Borrowerbe a co-applicant, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Dateand jointly and severally liable with respect to, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowera Subsidiary. Each Letter of Credit shall (ix) be denominated in Dollars or, if agreed by the applicable Issuing Lender, any Optional Currency and (iiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is one year after the date of issuance of such Letter of Credit and (B) five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension)Issuing Lender then in effect; provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in foregoing clause (y) above B), unless and to the extent that such Letter of Credit is Collateralized for the period following such date at 105% of the undrawn and unexpired amount of such Letter of Credit). Any such Collateralization of a Letter of Credit provided by a Loan Party with respect to a Letter of Credit, together with accrued interest or earnings thereon, shall be released to such Loan Party as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, that, so long as such 105% margin is maintained, the accrued interest or earnings on such Collateralization shall be released to the applicable Loan Party at any time and from time to time upon its request therefor. No Issuing Lender shall at any time be obligated to issue any Letter of Credit if the condition described in the first proviso 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 this sentence is satisfied)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 Section 3.4(a), agrees to issue standby letters of credit and, to the extent agreed to by an Issuing Lender, bank guarantees and commercial letters of credit providing for the payment of cash upon the honoring of a presentation thereunder (collectively with the Existing Letters of Credit upon the request and Credit, “Letters of Credit”) for the account of UK Holdco or the account of any of the Restricted Subsidiaries (provided that the Borrower (Representative shall be an applicant, and be fully and unconditionally liable, with respect to each Letter of Credit issued for the benefit account of the Borrower or any Subsidiary of the Borrowera Restricted Subsidiary) on any Business Day during prior to the date that is thirty (30) days prior to the Revolving Commitment Period Termination Date in such form as may be approved from time to time by such the Issuing LenderLenders; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount Dollar Amount of the Available Revolving Commitments would be less than zero or (Ciii) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters Obligation of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified its L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerSublimit. Each Letter of Credit shall (i) be denominated in Dollars or one or more Alternative Currencies (any Letter of Credit denominated in an Alternative Currency, an “Alternative Currency Letter of Credit”); provided that Royal Bank of Canada, Barclays Bank PLC, Mxxxxx Sxxxxxx Senior Funding, Inc., JPMorgan Chase Bank, N.A. and their respective affiliates shall not be required to issue Alternative Currency Letters of Credit without their consent; (ii) have a stated amount acceptable to the relevant Issuing Lender, (iii) expire no later than the earlier of (x) unless otherwise agreed by the applicable Issuing Lender, the first anniversary of its date of issuance issuance, and (y) the date that is five 3 Business Days prior to the Revolving Termination Date (as it may be extendedDate, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter with the consent of Credit to which Section 2.18(c)(ii) applies) with a one-year term the applicable Issuing Lender may provide for the renewal or extension thereof for additional one-year periods or such longer periods of time as may be agreed by the Issuing Lender (which shall only in no event extend beyond the date referred to in clause (y) above above, except to the extent the L/C Obligations under such Letter of Credit have been Cash Collateralized); provided, further, that the Issuing Lenders shall not renew or extend any such Letter of Credit if it has received written notice (or otherwise has knowledge) that an Event of Default has occurred and is continuing or any of the condition described conditions set forth in Section 5.2 are not satisfied prior to the first proviso date of this sentence the decision to renew or extend such Letter of Credit) and (iv) be otherwise reasonably acceptable in all respects to the Issuing Lenders. Unless otherwise directed by the Issuing Lenders, the Borrower Representative shall not be required to make a specific request to an Issuing Lender for any such extension. Once any Letter of Credit has been issued that may be extended automatically pursuant to the foregoing, the Revolving Lenders shall be deemed to have authorized (but may not require) the Issuing Lenders to permit the extension of such Letter of Credit, including to the date that is satisfied).3 Business Days prior to the Revolving Termination Date. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Existing Letters of Credit shall constitute utilization of the Revolving Commitments. Notwithstanding anything herein to the contrary, in no event shall Gxxxxxx Sxxxx Bank USA or any other Issuing Lender be required to issue Letters of Credit other than standby letters of credit. 143

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 Section 3.4(a), agrees to issue letters of credit and/or bank guarantees, but, with regard to bank guarantees, only to the extent a Lender has agreed in writing to issue bank guarantees (together with any Designated Letters of Credit upon the request and Credit, “Letters of Credit”) for the account of the Borrower (and for the benefit Borrower, any Foreign Subsidiary Borrower, or any other Subsidiary of the Borrower or (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 in such form as may be approved from time to time by such Issuing Lender; provided that no such Issuing Lender shall not issue or extend any Letter of Credit if, (i) after giving effect to such issuanceissuance or extension, in the case of the Borrower and the Foreign Subsidiaries, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing LenderCommitment, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent sum of Outstanding Revolving Extensions of Credit would exceed the Total Revolving Commitments or (iii) the Borrower, at least one Business Day prior to the requested date of issuance or amendment sum of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter Multicurrency Revolving Extensions of Credit shall be deemed to be a Letter of Credit issued hereunder for would exceed the account of the BorrowerMulticurrency Sublimit. Each Letter of Credit shall (i) be denominated in Dollars or any one of the Foreign Currencies, as specified by the Borrower, and (ii) expire no later than the earlier of (x) the first second anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above above). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit 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. No Lender shall at any time be obligated to issue any bank guaranty unless it has expressly agreed in writing to issue bank guarantees. (c) (i) Schedule 3.1, lists the condition described Designated Letters of Credit, (ii) such Designated Letters of Credit shall be deemed to be Letters of Credit issued pursuant to and in compliance with this Section 3.1, (iii) the face amount of such Designated Letters of Credit shall be included in the first proviso calculation of the available L/C Commitment and the Outstanding Revolving Extensions of Credit, (iv) the provisions of this sentence is satisfied).Agreement shall apply thereto, and the Borrower, if applicable, the Foreign Subsidiary Borrowers or any other Subsidiary of the Borrower and the Lenders hereunder hereby expressly assume all

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders L/C Participants set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from and after the Revolving Commitment Period Closing Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Japanese Yen Loans plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Obligations would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior an amount equal to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerAggregate Commitment. Each Letter of Credit shall (i) be denominated in Dollars and a Permitted Currency in a minimum amount acceptable to the Issuing Lender, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date agreed upon by the Borrower and the Issuing Lender, which date shall be no later than the earlier of fifth (x5th) the first anniversary of its date of issuance and (y) the date that is five Business Days Day prior to the Revolving Termination Maturity Date and (iv) be subject to ISP98, as it may be extended, so long as set forth in the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended Application or automatically renewedas determined by the Issuing Lender and, may have an expiration date after to the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as extent not inconsistent therewith, the Borrower cash collateralizes such Letter of Credit at 101% laws of the available face amount State of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant New York. The Issuing Lender providing such Letter of Credit agree shall not at any time be obligated to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that issue any Letter of Credit (other than a Letter 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 to which Section 2.18(c)(ii) applies) with a one-year term may provide for shall also include extensions or modifications of any outstanding Letters of Credit, unless the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)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 Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and or for the benefit account of Holdings or any of its Restricted Subsidiaries (in which case the Borrower and Holdings or any Subsidiary such Restricted Subsidiary, as applicable, shall be co-applicants with respect to such Letter of the BorrowerCredit) on any Business Day during the period commencing on the Closing Date and ending on the date that is five (5) Business Days prior to the Revolving Commitment Period Termination Date in such form as may be reasonably approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment Commitment, (ii) any Revolving Lender is at such time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including reallocation of such Lender’s Revolving Percentage of the outstanding L/C Obligations pursuant to Section 2.27(a)(iv) or the delivery of Cash Collateral, satisfactory to such Issuing Lender with the Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (Bafter giving effect to Section 2.27(a)(iv)) with respect to such Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion, (iii) the aggregate amount of the Available Revolving Commitments would be less than zero or (Civ) unless otherwise agreed to by such Issuing Lender, the outstanding L/C Exposure with Obligations in respect to all of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified $7,500,000 less 20% of the outstanding L/C Commitment Obligations in respect of Existing Letters of Credit. The letters of credit issued, or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrowerdeemed to be issued, at least one Business Day prior pursuant to the requested date of issuance or amendment of Closing Date Indebtedness and set forth on Schedule 3.1(a) hereof (the applicable Letter “Existing Letters of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit ”) shall be deemed to be a Letter “Letters of Credit Credit” issued hereunder on the Effective Date for the account all purposes of the BorrowerLoan Documents. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance unless otherwise agreed by the Issuing Lender in its sole discretion and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extendedDate; provided that, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly if requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as by the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior and acceptable to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant applicable Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewedLender, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term issued by such Issuing Lender may provide for the renewal thereof for additional one-one year periods containing an expiry date of more than twelve months after the date of issuance (which shall only in no event extend beyond the date referred to in clause (y) above (unless, at least five Business Days prior to the then current expiry date, the Borrower shall Cash Collateralize the L/C Obligations with respect to such Letter of Credit in an amount not less than the Minimum Collateral Amount applicable to such Letter of Credit)); provided, however, that (A) any such Letter of Credit shall permit such Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than at least 30 days (the “Nonrenewal Notice Date”) in each such twelve-month period at the time such Letter of Credit is issued and (B) such Issuing Lender shall not permit such renewal if it has received notice on or before the condition described date that is seven Business Days before the Nonrenewal Notice Date from the Administrative Agent that the Majority Facility Lenders in respect of the first proviso Revolving Facility have elected not to permit such renewal. Each Letter of this sentence is satisfiedCredit shall be a standby letter of credit backing a performance or monetary obligation of the Borrower or any of its Subsidiaries (each a “Standby Letter of Credit”).