Common use of L/C Commitment Clause in Contracts

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, 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") ------------- ----------------- for the account of the Borrower on any Business Day in such form as may be approved from time to time by such Issuing Lender; provided that Issuing Lender -------- shall not issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations would exceed $30,000,000 or (ii) the Total Extensions of Credit would exceed the Total Commitment. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date and (y) the date which is 12 months after its date of issuance. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any other Lender to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereofof this Agreement, the 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 ("“Letters of Credit"”) ------------- ----------------- for the account of the Borrower on any Business Day from the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations would exceed $30,000,000 or (ii) the Total aggregate principal amount of outstanding Extensions of Credit would exceed the Total CommitmentCommitments. The 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. (b) Each Letter of Credit shall (i) be denominated in Dollars and shall in a minimum amount of $500,000, (ii) be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs to support obligations of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of its Subsidiaries, contingent or otherwise, incurred in the Subsidiaries ordinary course of business, (iii) (A) expire on a date not later than five (5) Business Days prior to the Borrower Termination Date, (B) have a term not exceeding one year, (C) and otherwise reasonably satisfactory to the Issuing Lender, and (iiiv) expire no later than the earlier of (x) the Termination Date and (y) the date which is 12 months after its date of issuance. (b) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. (c) . 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 other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (ai) Prior to the Closing Date, the Existing Issuing Banks have issued the Existing Letters of Credit which from and after the Closing Date shall constitute Letters of Credit hereunder. (ii) Subject to the terms and conditions -------------- hereof, each Issuing LenderBank (other than the Existing Issuing Banks), in reliance on the agreements of the other Lenders Banks set forth in Section 3.4(a2.5(d), agrees to issue standby letters of credit ("together with the Existing Letters of Credit", the “Letters of Credit”) ------------- ----------------- for the account of the Borrower in support of obligations (including, without limitation, performance, bid and similar bonding obligations and credit enhancement) of the Borrower and its Affiliates on any Business Day on or after the Closing Date and prior to the Termination Date in such form as may be approved from time to time by such Issuing LenderBank; provided that no Issuing Lender -------- Bank shall not issue any Letter of Credit if, after giving effect to such issuance, either (iA) the L/C Obligations would exceed $30,000,000 the L/C Commitment or (iiB) the Total Outstanding Extensions of Credit then outstanding would exceed the Total Commitment. Commitments then in effect and provided, further, that neither JPMorgan Chase Bank, N.A. nor SunTrust Bank shall be required, without the consent of such Issuing Bank, to issue Letters of Credit in excess of $100,000,000 at any time outstanding for each such Issuing Bank. (iii) Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs to support obligations of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower its Affiliates, contingent or otherwise, and (ii) expire no later than the earlier of (x) the Termination Date and (y) the date which is 12 months after its date of issuanceMaturity Date. (biv) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (cv) The No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any other Lender L/C Participant to exceed any limits imposed on such Issuing Bank by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, 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"”) ------------- ----------------- for the account of the Borrower on any Business Day during the Letter of Credit Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations Exposure would exceed $30,000,000 or (ii) either the Total Extensions of Credit would exceed L/C Commitments or the Total CommitmentAvailable Revolving Commitment at such time. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date which is 12 months after its date referred to in clause (y) above). For the avoidance of issuancedoubt, no commercial letters of credit shall be issued by the Issuing Lender to any Person under this Agreement. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any other L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied (which notice shall contain a description of any such condition asserted not to be satisfied); (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $100,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (ai) Subject to the terms and conditions -------------- hereofset forth herein, (A) each DSRA L/C Issuing LenderBank agrees, in reliance on upon the agreements of the other DSRA L/C Lenders set forth in Section 3.4(a)this Section, agrees (1) from time to time on any Business Day during the period from the Closing Date until 10 days prior to the DSRA L/C Termination Date, to issue letters of credit ("Letters of Credit") ------------- ----------------- Credit for the account of the Borrower on any Business Day Borrower, and to amend, renew or extend Letters of Credit previously issued by it, in accordance with paragraph (b) of this Section 3.1, and (2) to honor drawings under the Letters of Credit; and (B) the DSRA L/C Lenders severally agree to participate in such form as may Letters of Credit and any drawings thereunder; provided, that no DSRA L/C Issuing Bank shall be approved from time obligated to time by such Issuing Lender; provided that Issuing make any DSRA L/C Credit Extension, and no DSRA L/C Lender -------- shall not issue be obligated to participate in any Letter of Credit if, after giving effect to as of the date of such issuance, either (i) the DSRA L/C Obligations would exceed $30,000,000 or Credit Extension, (iix) the Total Extensions of Credit would exceed the Total DSRA L/C Commitments, (y) the DSRA L/C Extensions of Credit of any DSRA L/C Lender would exceed such DSRA L/C Lender’s DSRA L/C Commitment or (z) the DSRA L/C Obligations with respect to Letters of Credit issued by such DSRA L/C Issuing Bank would exceed its DSRA L/C Commitment. Letters of Credit shall constitute utilization of the DSRA L/C Commitments. (ii) Each Letter of Credit (A) shall (i) be denominated in Dollars and shall be either Dollars, (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (iiB) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance (or, in the case of any Auto-Renewal Letter of Credit, twelve months after the current expiration date) and (y) the date which is 12 months after its date DSRA L/C Expiration Date and (C) be issued subject to “Uniform Customs and Practice for Documentary Credits” (2007 Revision), International Chamber of issuanceCommerce, Publication No. 600 or “International Standby Practices 1998”, International Chamber of Commerce, Publication No. 590, as mutually agreed between the Borrower and the applicable DSRA L/C Issuing Bank. (biii) Each Letter of Credit No DSRA L/C Issuing Bank shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such DSRA L/C Issuing Lender Bank or any other DSRA L/C Lender to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, 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"”) ------------- ----------------- for the account of the Borrower on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations Exposure would exceed $30,000,000 or (ii) either the Total Extensions of Credit would exceed L/C Commitments or the Total CommitmentAvailable Revolving Commitment at such time. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date which is 12 months after its date of issuancereferred to in clause (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any other L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $250,000 (or such lesser amount as to which the Administrative Agent and the Issuing Lender may agree); or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing Lender, 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"”) ------------- ----------------- for the account of the Borrower on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations Exposure would exceed $30,000,000 or (ii) either the Total Extensions of Credit would exceed L/C Commitments or the Total CommitmentAvailable Commitment at such time. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date which is 12 months after its date of issuancereferred to in clause (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any other L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied (which notice shall contain a description of any such condition asserted not to be satisfied); (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $200,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing Lender, 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"”) ------------- ----------------- for the account of the Borrower on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations Exposure would exceed $30,000,000 or (ii) either the Total Extensions of Credit would exceed L/C Commitments or the Total CommitmentAvailable Commitment at such time. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date which is 12 months after its date of issuancereferred to in clause (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any other L/C Lender to exceed any limits imposed by, any Applicable Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable Requirement to the Issuing Lender or any request, guideline or directive (whether or not having the force of Lawlaw) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any Applicable Law or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $100,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing Lender, 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"”) ------------- ----------------- for the account of the Borrower on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (ia) the L/C Obligations would exceed $30,000,000 the L/C Commitment or (iib) the Total Extensions aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Total Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars and shall in a minimum amount of $100,000, (ii) be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs to support obligations of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of its Subsidiaries, contingent or otherwise, incurred in the Subsidiaries ordinary course of the Borrower and business, (iiiii) expire no later than the earlier of of: (xA) the Termination Date and one (y1) the date which is 12 months year after its date of issuance. issuance or (bB) Each Letter of Credit shall the fifth (5th) Business Day prior to the Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. (c) 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 other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, 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"”) ------------- ----------------- for the account of the Borrower on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations Exposure would exceed $30,000,000 or (ii) either the Total Extensions of Credit would exceed L/C Commitments or the Total CommitmentAvailable Revolving Commitment at such time. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date which is 12 months after its date of issuancereferred to in clause (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any other L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $100,000 (or such lesser amount as to which the Administrative Agent and the Issuing Lender may agree); or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing Lender, 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"”) ------------- ----------------- for the account of the Borrower on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations Exposure would exceed $30,000,000 or (ii) either the Total Extensions of Credit would exceed L/C Commitments or the Total CommitmentAvailable Revolving Commitment at such time. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date which is 12 months after its date referred to in clause (y) above). For the avoidance of issuancedoubt, no commercial letters of credit shall be issued by the Issuing Lender to any Person under this Agreement. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any other L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good faixx xxxxx xxterial to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied (which notice shall contain a description of any such condition asserted not to be satisfied); (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, each Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in Section 3.4(asubsection 3.9(a), agrees to issue letters of credit ("Letters of Credit") ------------- ----------------- for the account 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 LenderBank; provided that no Issuing Lender -------- Bank shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations at such time would exceed $30,000,000 or the L/C Commitment, (ii) the Total Standby Letter of Credit Outstandings at such time would exceed $125,000,000, (iii) the Aggregate Revolving Credit Outstandings at such time would exceed the aggregate amount of the Revolving Credit Commitments at such time, (iv) in the case of Letters of Credit issued in currencies other than Dollars only, the L/C Obligations in respect of Letters of Credit issued in currencies other than Dollars would exceed the Foreign L/C Commitment Sublimit at such time, or (v) the Aggregate Outstanding Extensions of Credit at such time would exceed the Total Commitment. Borrowing Base at such time. (b) Each Letter of Credit shall shall: (i) be denominated in Dollars or such other currency that as of the date of issuance thereof is in the reasonable judgment of the relevant Issuing Bank (which shall be binding on the L/C Participants) freely convertible or exchangeable into Dollars as the Borrower, the relevant Issuing Bank and the Administrative Agent may from time to time agree, and shall be either (xA) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs to support obligations of the Borrower and/or the Subsidiaries or a Subsidiary, contingent or otherwise (a "Standby Letter of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the BorrowerCredit"), or (yB) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of inventory or other goods or services by the Borrower and/or any and its Subsidiaries in the ordinary course of the Subsidiaries business (a "Trade Letter of the Borrower and Credit"), and (ii) expire no later than the earlier of (xA) five Business Days prior to the Termination Date (unless the Administrative Agent has received and maintains cash Collateral in an amount equal to 103% of the maximum amount available to be drawn under any such Letter of Credit for which the Borrower has requested an expiry date after the Termination Date, in which event the expiry of any such Letter of Credit may extend beyond the Termination Date) and (yB) one year after the date of issuance thereof, provided that, subject to clause (A) above, any Letter of Credit may, at the request of the Applicant as set forth in the applicable Application, be automatically renewed on each anniversary of the issuance thereof for an additional period of one year or less unless the Issuing Bank which is 12 months after its date issued such Letter of issuanceCredit shall have given at least sixty days prior written notice to the Borrower and the beneficiary of such Letter of Credit that such Letter of Credit will not be renewed, in which case such Letter of Credit may, at the option of the Borrower, provide that the beneficiary of such Letter of Credit will be entitled to draw on such Letter of Credit at any time during the thirty days prior to the expiry thereof. (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws law of the State Commonwealth of New YorkMassachusetts. (cd) The No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (e) On the Effective Date, all letters of credit and the reimbursement obligations attendant thereto issued pursuant to or under the Existing DIP Agreement which are then outstanding shall be, from and after such date, deemed to be and shall become for all purposes, Letters of Credit with Reimbursement Obligations attendant thereto issued pursuant to and outstanding under this Agreement.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(asubsection 4.4(a), agrees to issue letters of credit ("“Letters of Credit"”) ------------- ----------------- for the account of the Borrower HCLP on any Business Day during the Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations would exceed $30,000,000 the L/C Commitment or the Available Commitment. (iib) the Total Extensions of Credit would exceed the Total Commitment. Each Letter of Credit shall shall: (i) be denominated in Dollars or any Available Foreign Currency and shall be either (xA) a standby letter of credit issued for the account to support obligations of the Borrower, which finances the working capital and business needs HCLP or its Subsidiaries (a “Standby Letter of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the BorrowerCredit”), or (yB) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by HCLP and its Subsidiaries in the Borrower and/or any ordinary course of the Subsidiaries business (a “Commercial Letter of the Borrower and Credit”) and (ii) expire no later than at or prior to the earlier close of (x) the Termination Date and (y) business on the date which that is 12 months after its date of issuancefive Business Days prior to the Final Maturity Date. (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (cd) 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 other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (e) Each Issuing Lender shall from time to time provide the Administrative Agent with information reasonably requested by the Administrative Agent with respect to each Letter of Credit issued by such Issuing Lender, including stated amount, currency, beneficiary and expiry date.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a3.3(a), agrees to issue letters of credit ("Letters of CreditLETTERS OF CREDIT") ------------- ----------------- for the account of the Borrower on any Business Day in such form as may be approved from time to time by such the Issuing Lender; provided provided, that the Issuing Lender -------- shall not issue any Letter of Credit if, after giving effect to such issuance, either (i) the outstanding L/C Obligations would exceed $30,000,000 5,000,000 or (ii) the Total Extensions aggregate amount of all outstanding L/C Obligations and Revolving Credit Loans would exceed the Total Commitmentaggregate Available Revolving Credit Commitments. Each Letter of Credit shall (i) be denominated in Dollars and shall Dollars, (ii) be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or and the Subsidiaries of the BorrowerWholly Owned Subsidiaries, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the BorrowerSubject Acquisitions, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (iiiii) expire no later than the earlier of (x) the Revolving Credit Termination Date and (y) the date which is 12 months after its date of issuance. Any request by the Borrower to renew or extend an existing Letter of Credit, or any renewal of any existing Letter of Credit pursuant to the terms thereof, shall be deemed to be, for all purposes of this Agreement, the issuance of a new Letter of Credit hereunder and each such renewal or extension shall be subject to, and the Issuing Lender shall be entitled to the benefits of, this Section 3. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New YorkTexas. (c) 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 other Revolving Credit Lender to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), Bank agrees to issue letters of credit ("Letters of Credit") ------------- ----------------- for the account of the any Specified Borrower on any Business Day during the Commitment Period in such form as may shall be approved from time reasonably acceptable to time by such Issuing LenderBank; provided provided, that Issuing Lender -------- shall not issue any no Letter of Credit shall be issued if, after giving effect to such issuance, either thereto (i) the aggregate amount of the Exposure of all the Banks would exceed the aggregate amount of the Commitments, (ii) the aggregate amount of the Foreign Currency Exposure in respect of any Currency would exceed the Foreign Currency Exposure Sublimit for such Currency or (iii) the aggregate amount of the L/C Obligations would exceed $30,000,000 or 100,000,000. (iib) the Total Extensions of Credit would exceed the Total Commitment. Each Letter of Credit shall shall: (i) be denominated in Dollars or an Available Foreign Currency and shall be either (xA) a standby letter of credit issued for the account to support obligations of the a Specified Borrower, which finances the working capital contingent or otherwise, to provide credit support for workers' compensation, other insurance programs and business needs other lawful corporate purposes (a "Standby Letter of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, Credit") or (yB) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or and services by in the Borrower and/or any ordinary course of business of the Company and its Subsidiaries (a "Commercial Letter of Credit"; together with the Borrower and Standby Letters of Credit, the "Letters of Credit") and, (ii) expire no later than the earlier of (x) the Termination Date and (y) the date which is 12 months 365 days after its date of issuanceissuance and 5 Business Days prior to the Termination Date although any such Letter of Credit may be automatically extended for periods of one year from the current or any future expiration date of the Letter of Credit (unless the Issuing Bank elects not to extend such Letter of Credit) and the extended maturity date is not beyond 5 Business Days prior to the Termination Date. (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New YorkYork or, if acceptable to the Arrow Electronics Credit Agreement Required Banks and the relevant account party, the jurisdiction of the Issuing Office at which such Letter of Credit is issued. (cd) The No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any other Lender Bank to exceed any limits imposed by, any change after the date hereof in any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, 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"”) ------------- ----------------- for the account of the Borrower on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations Exposure would exceed $30,000,000 or (ii) either the Total Extensions of Credit would exceed L/C Commitments or the Total CommitmentAvailable Commitment at such time. Each Letter of Credit shall (i) be denominated in Dollars and or in an Alternative Currency (it being agreed that the Issuing Lender shall be either (xhave 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) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date which is 12 months after its date of issuancereferred to in clause (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any other L/C Lender to exceed any limits imposed by, any Applicable Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable Requirement to the Issuing Lender or any request, guideline or directive (whether or not having the force of Law.law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any Applicable Law or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) such Letter of Credit is not denominated in Dollars or an Alternative Currency;

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, 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"”) ------------- ----------------- for the account of the Borrower or any Subsidiary on any Business Day during the Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations would exceed $30,000,000 the L/C Commitment or (ii) the Total Extensions aggregate amount of the Available Commitments would be less than zero. Letters of Credit would exceed the Total Commitment. Each Letter of Credit shall (i) may be denominated in Dollars or in any Foreign Currency and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) date that is five Business Days prior to the Termination Date Date. To determine compliance with the requirements of the foregoing sentence as to the L/C Commitment and (y) the Available Commitments, Letters of Credit denominated in a currency other than Dollars shall be converted to Dollars in accordance with the Reuters Exchange Rate on the date of issuance thereof. Thereafter, the amount of any such Letters of Credit denominated in a Foreign Currency shall be converted to Dollars as of the last day of each fiscal quarter until the expiration of any such Letter of Credit. In the event that fluctuations in the Reuters Exchange Rate applicable to the conversion from the applicable Foreign Exchange to Dollars result in the L/C Commitment or the Available Commitments being exceeded as of the end of any such fiscal quarter, Borrower agrees to provide cash collateral in the amount of such excess for such period as such excess may exist. Any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date that is 12 months after its date of issuancefive Business Days prior to the Termination Date). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) The parties hereto agree that the Existing Letters of Credit will automatically, without any further action on the part of any Person, be deemed to be Letters of Credit issued hereunder on the Closing Date for the account of the Borrower.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, 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"”) ------------- ----------------- for the account of the Borrower on any Business Day from the Closing Date through but not including the date five (5) Business Days prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that the Issuing Lender -------- shall have no obligation to issue (and shall not issue issue) any Letter of Credit if, after giving effect to such issuance, either (ia) the L/C Obligations would exceed $30,000,000 the L/C Commitment or (iib) the Total Extensions aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Total Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in a Permitted Currency, (ii) be in a minimum amount of Twenty-Five Thousand Dollars and shall ($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 Business Days prior to the issuance of such Alternative Currency Letter of Credit), (iii) be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs to support obligations of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of its Subsidiaries, contingent or otherwise, incurred in the Subsidiaries ordinary course of the Borrower and business, (iiiv) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (xA) one (1) year after the Termination date of its issuance or (B) five (5) Business Days prior to the Revolving Credit Maturity Date and (yv) the date which is 12 months after its date of issuance. (b) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. (c) . 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 other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing Lender, in reliance on the agreements of the other U.S. Lenders set forth in Section subsection 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) ------------- ----------------- in Dollars for the account of the Borrower on any Business Day during the Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations would exceed $30,000,000 the L/C Commitment or (ii) the aggregate amount of the Aggregate Available U.S. Commitments would be less than zero or the Aggregate Total Extensions Outstandings of Credit all the Lenders would exceed the Total CommitmentAggregate U.S. Commitments. Letters of Credit may be either standby letters of credit or commercial letters of credit. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), provided, however, that any Letter of Credit which is 12 months a commercial letter of credit shall expire no later than 360 days after its date of issuance. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, NationsBank or an Affiliate, as Issuing LenderBank, agrees, and other Lenders designated by the Company with the consent of the Documentation Agent and the Administrative Agent may agree, in each case in reliance on the agreements of the other Lenders set forth in Section subsection 3.4(a), agrees to issue letters of credit (together with the Letters of Credit outstanding on the Closing Date issued under (and as defined in) the Existing Amended and Restated Credit Agreement, "Letters of Credit") ------------- ----------------- for the account of the Borrower Company on any Business Day during the Commitment Period in such form as may be approved from time to time by such the Issuing LenderBank; provided that the Issuing Lender -------- Bank shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations would exceed $30,000,000 the L/C Commitment or (ii) the Total Aggregate Outstanding Revolving Extensions of Credit would exceed the Total Commitmentlesser of (A) the aggregate Revolving Credit Commitments then in effect and (B) the excess of the Borrowing Base then in effect over Permitted Senior Indebtedness. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account to support obligations of the BorrowerCompany and its Subsidiaries, which finances contingent or otherwise, arising in the working capital and ordinary course of business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial documentary letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any Company and its Subsidiaries in the ordinary course of the Subsidiaries of the Borrower business and (ii) expire no later than the earlier of (x) the Termination Date and (y) the date which is 12 months after its date of issuanceDate. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, 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"”) ------------- ----------------- for the account of the any Borrower on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations Exposure would exceed $30,000,000 or (ii) either the Total Extensions of Credit would exceed L/C Commitments or the Total CommitmentAvailable Revolving Commitment at such time. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date which is 12 months after its date of issuancereferred to in clause (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any other L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or any Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Bank, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrowers or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, each Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in Section 3.4(a2.19(e), agrees to issue letters of credit ("“Letters of Credit"”) ------------- ----------------- for the account of the Borrower or any of its Subsidiaries or Affiliates (or any Joint Venture, provided such Issuing Bank has received all documentation and other information required by regulatory authorities with respect to such Joint Venture under applicable “know your customer”, “beneficial ownership” and anti-money laundering rules and regulations, including with respect to the PATRIOT Act and Beneficial Ownership Regulation, in a form reasonably satisfactory to such Issuing Bank and the Administrative Agent) on any Business Day during the period from the Closing Date to the date that is five Business Days prior to the Commitment 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 not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) without the consent of the applicable Issuing Bank, (A) in the case of any Principal Issuing Bank, the L/C Obligations with respect to Letters of Credit issued by such Principal Issuing Bank would exceed $30,000,000 193,000,000 or such other amount (not to exceed, when added to the Letter of Credit commitments of all other Issuing Banks, the aggregate amount of the Commitments) as may be agreed to by such Principal Issuing Bank and the Borrower in writing from time to time (with prompt notice to the Administrative Agent), and (B) in the case of any other Issuing Bank, the L/C Obligations with respect to Letters of Credit issued by such Issuing Bank would exceed such amount (not to exceed, when added to the Letter of Credit commitments of all other Issuing Banks, the aggregate amount of the Commitments) as may be agreed to by such Issuing Bank and the Borrower in writing from time to time (with prompt notice to the Administrative Agent), (ii) the aggregate principal amount of the Total Extensions of Credit would exceed the Total Commitmentaggregate amount of the Commitments or (iii) in the event that the Commitment Termination Date shall have been extended pursuant to Section 2.20 with respect to some but not all of the Lenders, the portion of the L/C Obligations attributable to Letters of Credit with expiry dates after any Existing Commitment Termination Date will exceed the portion of the aggregate Commitments attributable to the Commitments of the Lenders with respect to which the Commitment Termination Date shall have been extended beyond such Existing Commitment Termination Date. Each Letter of Credit shall (iA) be denominated in Dollars and shall be either Dollars, (xB) have a standby letter face amount of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions at least $1,000,000 (unless otherwise agreed by the Borrower and/or the Subsidiaries of the Borrower, or (yIssuing Bank) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (iiC) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Date of the applicable Issuing Bank, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which is 12 months after its shall in no event extend beyond the date of issuance. referred to in clause (by) Each Letter above). All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the Uniform Customs and, terms and conditions hereof. It is agreed that the Borrower shall have the right from and after the Closing Date to the extent not inconsistent therewith, the laws request that any letter of the State of New York. credit issued by a Principal Issuing Bank pursuant to documentation other than this Agreement be deemed (c) The Issuing Lender shall not 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 Agreement that would then be obligated applicable to issue any 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 and Section 4.2), and with the consent of the applicable Principal Issuing Bank, such letter of credit shall be so deemed to constitute a Letter of Credit issued under this Agreement as fully as if it were then newly issued under this Agreement. The applicable Principal Issuing Bank shall provide the Administrative Agent with a copy of each such issuance would conflict with, or cause the Issuing Lender or any other Lender to exceed any limits imposed by, any applicable Requirement Letter of LawCredit in accordance with Section 2.19(b) below.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section subsection 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit ("collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, “Letters of Credit"”) ------------- ----------------- for the account of the a requesting 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 LenderBank; provided that such Issuing Lender -------- Bank shall not not, and shall have no obligation to, issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations would exceed $30,000,000 the L/C Commitment or (ii) the Total Extensions Available Revolving Credit Commitment of Credit all the Lenders would exceed the Total Commitmentbe less than zero. Each Letter of Credit shall (i) be denominated in Dollars or in a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, and shall be either (x) a standby letter of credit issued for the account to support obligations of the BorrowerCompany or its Subsidiaries, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrowercontingent or otherwise for general corporate needs, or (y) a commercial documentary letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any Company or its Subsidiaries in the ordinary course of the Subsidiaries of the Borrower business and (ii) expire no later than the earlier of (x) one year from the Termination Date and date of issuance thereof or (y) five business days prior to the Termination Date, provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods, which shall in no event extend beyond the date which is 12 months after its date of issuancereferred to in clause (y) above. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall, subject to the terms and conditions hereof, constitute Letters of Credit hereunder. Subject to the terms and conditions -------------- hereof, 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", collectively, the “Letters of Credit”) ------------- ----------------- for the account 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 the Issuing Lender -------- shall not issue any Letter of Credit if, after giving effect to such issuance, either (i) the sum of the Letters of Credit (other than Foreign Backstop Letters of Credit) and the Dollar Equivalent of the then outstanding L/C Obligations in respect of any Foreign Backstop Letters of Credit would exceed $30,000,000 60,000,000 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding L/C Obligations in respect of any Foreign Backstop Letters of Credit on the date on which the Borrower has requested that the Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) or (ii) the Total Extensions Aggregate Outstanding Revolving Credit of all the Revolving Credit Lenders would exceed the Total CommitmentRevolving Credit Commitments of all the Revolving Credit Lenders then in effect. Each Letter of Credit shall (i) be denominated in Dollars or, in the case of Foreign Backstop Letters of Credit, in Dollars or any Designated Foreign Currency and shall be either (xA) a standby letter of credit issued for the account to support obligations of the BorrowerBorrower or any of its Subsidiaries, contingent or otherwise, which finances finance the working capital and business needs of the Borrower and/or and its Subsidiaries incurred in the Subsidiaries ordinary course of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries business (a “Standby Letter of the BorrowerCredit”), or (yB) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or or any of its Subsidiaries in the Subsidiaries ordinary course of the Borrower and business (a “Commercial Letter of Credit”), (ii) expire no later than the earlier of (x) five days prior to the Termination Date and (yiii) unless otherwise agreed by the date which is 12 months Administrative Agent, expire no later than 365 days after its date of issuanceissuance in the case of Standby Letters of Credit, and 180 days after its date of issuance in the case of Commercial Letters of Credit. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any other Lender to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section Subsection 3.4(a), agrees to continue under this Agreement for the account of the Parent Borrower the Existing Letters of Credit issued by it and to issue letters of credit ("the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit", collectively, the “Letters of Credit”) ------------- ----------------- for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided that Issuing Lender -------- shall not issue any no Letter of Credit shall be issued if, after giving effect to such issuance, either (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations would exceed $30,000,000 or (ii) the Total Extensions in respect of Letters of Credit would exceed $150,000,000 or (iii) the Total Commitment. Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect. (b) Each Letter of Credit shall (i) be denominated in Dollars and shall be either (xi) a standby letter of credit issued for the account to support obligations of the BorrowerParent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finances finance or otherwise arise in connection with the working capital and business needs of the Borrower and/or the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of the BorrowerCredit”), or (yii) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the Subsidiaries applicable Issuing Lender and, in the case of clause (B) below, the Borrower and (ii) Administrative Agent, expire no later than the earlier of (xA) the Termination Date and (y) the date which is 12 months one year after its date of issuanceissuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date. (bc) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1. (d) Each Letter of Credit issued by an Issuing Lender shall be subject deemed to constitute a utilization of the Uniform Customs andCommitments, to and shall be participated in (as more fully described in the extent not inconsistent therewithfollowing Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation. (e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York. (c) The Issuing Lender , and to the extent not prohibited by such laws, the ISP shall not at any time be obligated apply to issue any each standby Letter of Credit hereunder if such issuance would conflict with, or cause and the Issuing Lender or Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any other Lender event apply to exceed any limits imposed by, any applicable Requirement this Agreement. All Letters of LawCredit shall be issued on a sight basis only.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a)3.4, agrees to issue standby and commercial letters of credit ("“Letters of Credit"”) ------------- ----------------- for the account of the Borrower or any Subsidiary Guarantor on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that that, the Issuing Lender -------- shall have no obligation to and shall not issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations would exceed $30,000,000 or the L/C Commitment, (ii) the Total Outstanding Revolving Extensions of Credit of all Lenders denominated in Foreign Currencies would exceed the Foreign Currency Sublimit, or (iii) any Lender’s Outstanding Revolving Extensions of Credit would exceed such Lender’s Revolving Credit Commitment then in effect. Notwithstanding anything herein to the Total Commitmentcontrary, the Issuing Lender shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit denominated in an Agreed Currency and issued for the account to support obligations of the Borrower or the respective Subsidiary Guarantor and its respective Subsidiaries, contingent or otherwise, arising in respect the ordinary course of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower business, and (ii) expire no later than the earlier of (x) one year after the Termination Date date of issuance, and (y) five (5) Business Days prior to the Termination Date; provided, that any Letter of Credit with a one-year tenor may provide for renewal thereof for additional one-year periods (but in no event for a period expiring after the date which is 12 months after its date of issuancespecified in the preceding clause (y)). (b) Each Letter of Credit shall be subject to the Uniform Customs UCP or the ISP, as applicable, and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, or otherwise subject it to a Country Risk Event.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, 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") ------------- ----------------- for the account of the Borrower on any Business Day during the DIP Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations would exceed $30,000,000 the L/C Commitment or (ii) the Total Extensions aggregate amount of Credit the Available DIP Commitments would exceed the Total Commitmentbe less than zero. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date six month anniversary of its date of issuance and (y) August 31, 2001. If any Letter of Credit expires after August 31, 2001, the Borrower shall deliver on that date cash in an amount equal to the maximum amount available to be drawn under all such Letters of Credit to the Collateral Agent without notice or demand therefor, which is 12 months cash shall be held as Cash Collateral for the Post- Petition Obligations. Any amounts so paid which are not used to repay the Post- Petition Obligations shall, after its date the expiration of issuanceall such Letters of Credit and the payment of all Post-Petition Obligations, be Cash Collateral subject to the Financing Order (if in effect) and otherwise as the Bankruptcy Court shall determine. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, each Issuing LenderBank, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), subsection 3.6 agrees to issue letters of credit ("Letters of Credit") ------------- ----------------- for the account of the Borrower Parent Borrowers (and, if such Letter of Credit is issued for the benefit of any Subsidiary, for the account of the Parent Borrowers and such Subsidiary, jointly and severally) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing LenderBank; provided that (i) no Issuing Lender -------- Bank shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, either (iA) the L/C Obligations at such time would exceed $30,000,000 the L/C Sublimit or (B) the Aggregate Outstanding R/C Extensions of Credit at such time would exceed the Aggregate Revolving Commitment at such time and (ii) the Total Extensions no Issuing Bank shall issue any Letter of Credit would exceed unless it shall have received notice from the Total CommitmentAdministrative Agent that the issuance of such Letter of Credit will not violate clause (i) above. Each Continuing Letter of Credit shall be deemed to be issued under this Agreement on the Closing Date (to the extent such Continuing Letter of Credit has not been fully drawn or has not expired or been terminated as of the Closing Date) and shall be a Letter of Credit for all purposes hereof (other than subsection 3.4) and the other Loan Documents. (b) Each Letter of Credit shall shall: (i) be denominated in Dollars Dollars, an Eligible L/C Currency or such other Offshore Currency as the Company, the relevant Issuing Bank and the Administrative Agent may from time to time agree, and shall be either (xA) a standby letter of credit issued for the account to support obligations of the BorrowerCompany or any of its Subsidiaries, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrowercontingent or otherwise, or (yB) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of inventory or other goods or services by the Borrower and/or Company or any of its Subsidiaries in the Subsidiaries ordinary course of the Borrower and business, and (ii) expire no later than the earlier of (xA) 30 calendar days prior to the Revolving Termination Date and (yB) one year after the date of issuance thereof, provided that, subject to the immediately preceding clause (A), any standby Letter of Credit may, at the request of the Company as set forth in the applicable Application, be automatically extended on each anniversary of the issuance thereof for an additional period of one year unless the Issuing Bank which is 12 months after its date issued such Letter of issuanceCredit shall have given prior written notice to the Company and the 36 30 beneficiary of such Letter of Credit that such Letter of Credit will not be extended. (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (cd) The No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section SECTION 3.4(a), agrees to issue standby letters of credit ("Letters of CreditLETTERS OF CREDIT") ------------- ----------------- for the account of the Borrower Borrowers on any Business Day from the Closing Date through but not including the Revolving Credit Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided PROVIDED, that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (ia) the L/C Obligations would exceed $30,000,000 the L/C Commitment or (iib) the Total Extensions aggregate principal amount of outstanding Revolving Credit Loans, PLUS the aggregate principal amount of outstanding Swingline Loans, PLUS the aggregate amount of the L/C Obligations would exceed the Total Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars and shall in a minimum amount of $1,000,000, (ii) be either (x) a standby letter of credit issued for the account to support obligations of the any Borrower, which finances contingent or otherwise, incurred in the working capital and business needs ordinary course of the Borrower and/or the Subsidiaries of the Borrowerbusiness, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower(iii) have an original expiry date of, or prior to that date which is one (y1) a commercial letter year from the date of credit issuance, (iv) as originally issued for or extended, have an expiry date on, or prior to the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Revolving Credit Termination Date and (yv) the date which is 12 months after its date of issuance. (b) Each Letter of Credit shall be subject to the Uniform Customs and/or ISPA98, as applicable in the sole discretion of the Issuing Lender, and, to the extent not inconsistent therewith, the laws of the State of New York. (c) . The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "ISSUE" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, 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"”) ------------- ----------------- for the account of the Borrower on any Business Day from the Closing Date through but not including the Revolving Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (ia) the L/C Obligations would exceed $30,000,000 the L/C Commitment or (iib) the Total Extensions aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate amount of L/C Obligations would exceed the Total Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars and shall in a minimum amount of $500,000, (ii) be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs to support obligations of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of its Subsidiaries, contingent or otherwise, incurred in the Subsidiaries ordinary course of the Borrower and business, (iiiii) 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) Business Day prior to the Termination Revolving Credit Maturity Date and (yiv) the date which is 12 months after its date of issuance. (b) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. (c) Texas. 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 other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, 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"”) ------------- ----------------- for the account of the Borrower on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations Exposure would exceed $30,000,000 or (ii) either the Total Extensions of Credit would exceed L/C Commitments or the Total CommitmentAvailable Revolving Commitment at such time. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the BorrowerDollars, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date which is 12 months after its date referred to in clause (y) above). For the avoidance of issuancedoubt, no commercial letters of credit shall be issued by the Issuing Lender to any Person under this Agreement. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: sf-3193689 (i) such issuance would conflict with, or cause the Issuing Lender or any other L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied (which notice shall contain a description of any such condition asserted not to be satisfied); (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Prior to the Effective Date, the Issuing Lender has issued, for the account of Xxxxx Xxxxxx Corporation, the letters of credit listed on Schedule 2.12 (the ``Existing Letters of Credit'') and the Borrower hereby assumes all obligations of Xxxxx Corona Corporation in respect of such letters of credit. All Existing Letters of Credit shall, as of the Effective Date, be deemed to be issued and outstanding pursuant to this Agreement and all Prior Indebtedness in respect of the Existing Letters of Credit shall be Obligations. Subject to the terms and conditions -------------- hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a)subsection 2.15, agrees to issue irrevocable letters of credit ("together with the Existing Letters of Credit", ``Letters of Credit'') ------------- ----------------- for the account of the Borrower on any Business Day during the Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not issue any Letter of Credit if, after giving effect to such issuance, either (1) the Aggregate Outstanding Extensions of Credit would exceed the lesser of (i) the Commitments or (ii) the Borrowing Base as of such time, or (2) the aggregate of the L/C Obligations would exceed $30,000,000 or (ii) the Total Extensions 5,000,000. The commitment to issue Letters of Credit would exceed as set forth in this subsection 2.12 (a) is referred to as the Total ``L/C Commitment. .'' (b) Each Letter of Credit shall Credit: (i) shall be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a an irrevocable commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any and its Subsidiaries in the ordinary course of the Subsidiaries of the Borrower business; and (ii) if issued or extended after 30 days prior to the Termination Date, expire no later than the earlier of (x) the Termination Date and (y) the date which is 12 months after its date of issuanceDate. (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (cd) 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 other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing LenderLenders, in reliance on the agreements of the other Lenders L/C Participants set forth in Section 3.4(a), agrees agree to issue standby letters of credit ("Letters of Credit") ------------- ----------------- for the account of the Borrower on any Business Day from the Closing Date through but not including the Revolving Credit Maturity Date in such form as may be approved from time to time by such the applicable Issuing Lender; provided provided, that the Issuing Lender -------- Lenders shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (ia) the L/C Obligations would exceed $30,000,000 the L/C Commitment or (iib) the Total Extensions aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Total Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars and shall a minimum amount of $25,000, (ii) be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs to support obligations of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of its Subsidiaries, contingent or otherwise, incurred in the Subsidiaries ordinary course of the Borrower and business, (iiiii) expire on a date satisfactory to the applicable Issuing Lender, which date shall be no later than the earlier of (xA) one (1) year after the Termination date of its issuance or (B) five (5) Business Days prior to the Revolving Credit Maturity Date and (yiv) the date which is 12 months after its date of issuance. (b) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. (c) North Carolina. The applicable 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 applicable Issuing Lender or any other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing LenderBank, in reliance on the agreements of the other Lenders Banks set forth in Section 3.4(asubsection 3.5(a), agrees to issue irrevocable standby letters of credit ("Letters of Credit") ------------- ----------------- for the account of the Borrower on any Business Day on or after the Amendment Effective Date until the date which is five (5) Business Days prior to the end of the Commitment Period in such form as may be approved from time to time by the Issuing Bank (all such letters of credit outstanding on the date hereof and all letters of credit to be issued hereunder, together with all extensions, renewals and replacements thereof, are herein collectively referred to as the "Letters of Credit"); PROVIDED that the Issuing Lender; provided that Issuing Lender -------- Bank shall not have no obligation to issue any Letter of Credit if at the time of such issuance a Default exists or an Event of Default has occurred and is continuing or if, after giving effect to such issuance, either (i) the L/C Obligations would exceed $30,000,000 the L/C Commitment or (ii) the Total Extensions of Available Revolving Credit Commitment would exceed the Total Commitmentbe less than zero. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the BorrowerDollars, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date and (yiii) expire no later than a date one (1) year after its issuance, PROVIDED that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date which is 12 months after its date of issuancereferred to in clause (ii) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New Yorkthe Issuing Bank's principal place of business. (c) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereofof this Agreement, 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") ------------- ----------------- for the account of the Borrower on any Business Day in (each, an “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such form as may be approved from time to time by such Issuing Lender; provided that Issuing Lender -------- shall not issue any Letter of Credit ifundertaking, after giving effect to such issuance, either (i) the an “L/C Obligations would exceed $30,000,000 or (iiUndertaking”) the Total Extensions of Credit would exceed the Total Commitment. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be The Toronto-Dominion Bank) for the account of the Borrower, which finances . Each request for the working capital and business needs issuance of the Borrower and/or the Subsidiaries a Letter of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the BorrowerCredit, or (y) the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries Responsible Officer of the Borrower and delivered to the Issuing Lender and the Administrative Agent via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to the Issuing Lender in its Permitted Discretion and shall specify (i) the amount of such Letter of Credit, (ii) expire no later than the earlier of (x) the Termination Date and (y) the date currency in which is 12 months after its date of issuance. (b) Each amounts under such Letter of Credit shall be payable, (iii) the date of issuance, amendment, renewal, or extension of such Letter of Credit, (iv) the expiration date of such Letter of Credit, (v) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (vi) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit. If requested by the Issuing Lender, the Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. It is hereby acknowledged and agreed that each Existing Letter of Credit (including any extension thereof) which is to remain outstanding on the Closing Date shall constitute a “Letter of Credit” for all purposes under this Agreement and the other Loan Documents. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the Uniform Customs issuance of such requested Letter of Credit: (i) the Letter of Credit Usage would exceed the Borrowing Base less the outstanding principal amount of Revolving Credit Loans and Swing Line Loans, or (ii) the Dollar Equivalent of the Letter of Credit Usage would exceed $35,000,000, or (iii) the Letter of Credit Usage would exceed the Total Revolving Credit Commitments less the outstanding principal amount of Revolving Credit Loans less the outstanding principal amount of Swing Line Loans. The Borrower and the Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its Permitted Discretion), including the requirement that the amounts payable thereunder must be payable in Dollars or Canadian Dollars. If the Issuing Lender is obligated to advance funds under a Letter of Credit, the Borrower shall immediately reimburse such L/C Disbursement to the Issuing Lender by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if the Borrower shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 11:00 a.m., California time, on the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be a Revolving Credit Loan hereunder and, initially, shall bear interest at the rate then applicable to Revolving Credit Loans that are Base Rate Loans. To the extent an L/C Disbursement is deemed to be a Revolving Credit Loan hereunder, the Borrower’s obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Revolving Credit Loan. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Lender or, to the extent not inconsistent therewiththat Revolving Credit Lenders have made payments pursuant to Section 3.2 to reimburse the Issuing Lender, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated then to issue any Letter of such Revolving Credit hereunder if such issuance would conflict with, or cause Lenders and the Issuing Lender or any other Lender to exceed any limits imposed by, any applicable Requirement of Lawas their interests may appear.

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(asubsection 4.4(a), agrees to issue standby letters of credit ("“Letters of Credit"”) ------------- ----------------- for the account of the theany Borrower on any Business Day during the Commitment Period in such form as may be approved from time to time by such the applicable Issuing Lender; provided that an Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations would exceed $30,000,000 or the L/C Commitment, (ii) the Total such Issuing Lender’s Aggregate Revolving Extensions of Credit Outstandings shall exceed its Revolving Credit Commitment or (iii) the Aggregate Revolving Credit Outstandings of all Lenders would exceed the Total CommitmentAggregate Revolving Credit Commitments. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) date that is one Business Day prior to the Termination Date and (y) Date, unless all the date which is 12 months after its Lenders have approved the expiry date of issuancesuch Letter of Credit or such Letter of Credit shall have been cash collateralized in a manner acceptable to the applicable Issuing Lender. The Existing Letters of Credit will be deemed Letters of Credit issued on the Closing Date for all purposes hereunder. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing LenderBank, 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 CreditLETTERS OF CREDIT") ------------- ----------------- for the account of the Borrower on any Business Day during the Commitment Period in such form as may be approved from time to time by such the Issuing LenderBank; provided PROVIDED that the Issuing Lender -------- Bank shall not have no obligation to issue any Letter of Credit (i) if there is sufficient availability under the Existing Credit Agreement to issue an Existing Letter of Credit in the requested amount or (ii) if, after giving effect to such issuance, either (ix) the L/C Obligations would exceed $30,000,000 the L/C Commitment, (y) the Available Commitments would be less than zero or (iiz) the Total Extensions Aggregate L/C Obligations would exceed $24,000,000. No Letter of Credit would exceed shall be issued hereunder unless after giving effect thereto the Total Commitment. Borrower shall be in compliance with the provisions of subsection 2.1(b). (b) Each Letter of Credit shall shall: (i) be denominated in Dollars and shall be either (xA) a standby letter of credit issued for the account to support obligations of the Borrower, contingent or otherwise, the terms and conditions of which finances are satisfactory to the working capital and business needs of the Borrower and/or the Subsidiaries of the BorrowerRequired Lenders, including, without limitation, good faith deposits in connection with permitted acquisitions as evidenced by the Borrower and/or the Subsidiaries of the Borrowertheir prior written approval (a "STANDBY LETTER OF CREDIT"), or (yB) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or and services by the Borrower and/or any and its Subsidiaries in the ordinary course of the Subsidiaries of the Borrower and business (a "COMMERCIAL LETTER OF Credit"); and (ii) expire no later than the earlier of (x) the Termination Date and (y) the date which is 12 months after its date of issuanceunless cash collateralized as provided in subsection 3.5(d). (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (cd) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, 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"”) ------------- ----------------- for the account of the Borrower on any Business Day from and after the Closing Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (ia) the L/C Obligations would exceed $30,000,000 the L/C Commitment or (iib) the Total Extensions 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 L/C Obligations would exceed an amount equal to the Total Aggregate Commitment. Each Letter of Credit shall (i) be denominated in Dollars and shall a Permitted Currency in a minimum amount acceptable to the Issuing Lender, (ii) be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs to support obligations of the Borrower and/or or any of its Subsidiaries, contingent or otherwise, incurred in the Subsidiaries ordinary course of the Borrowerbusiness, including, without limitation, good faith deposits in connection with permitted acquisitions (iii) expire on a date agreed upon by the Borrower and/or and the Subsidiaries of the BorrowerIssuing Lender, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire which date shall be no later than the earlier of fifth (x5th) Business Day prior to the Termination Maturity Date and (yiv) be subject to ISP98, as set forth in the date which is 12 months after its date of issuance. (b) Each Letter of Credit shall be subject to Application or as determined by the Uniform Customs Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. (c) . The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereofof this Agreement, 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") ------------- ----------------- for the account of the Borrower on any Business Day in (each, an “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such form as may be approved from time to time by such Issuing Lender; provided that Issuing Lender -------- shall not issue any Letter of Credit ifundertaking, after giving effect to such issuance, either (i) the an “L/C Obligations would exceed $30,000,000 or (iiUndertaking”) the Total Extensions of Credit would exceed the Total Commitment. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter with respect to letters of credit issued by an Underlying Issuer (as of the Interim Facility Effective Date, the prospective Underlying Issuer is to be The Toronto-Dominion Bank) for the account of the Borrower, which finances . Each request for the working capital and business needs issuance of the Borrower and/or the Subsidiaries a Letter of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the BorrowerCredit, or (y) the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries Responsible Officer of the Borrower and delivered to the Issuing Lender and the Administrative Agent via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to the Issuing Lender in its Permitted Discretion and shall specify (i) the amount of such Letter of Credit, (ii) expire the currency in which amounts under such Letter of Credit shall be payable, (iii) the date of issuance, amendment, renewal, or extension of such Letter of Credit, (iv) the expiration date of such Letter of Credit, (v) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (vi) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit. If requested by the Issuing Lender, the Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. It is hereby acknowledged and agreed that each Pre-Petition Letter of Credit (including any extension thereof) which is to remain outstanding on the Interim Facility Effective Date shall constitute a “Letter of Credit” for all purposes under this Agreement and the other Loan Documents. The Issuing Lender shall have no later than obligation to issue a Letter of Credit if any of the earlier following would result after giving effect to the issuance of such requested Letter of Credit: (i) the Letter of Credit Usage would exceed the lesser of (x) the Termination Date then current Borrowing Base less the outstanding principal amount of Revolving Credit Loans (including any Reinstated Pre-Petition Revolving Loan Obligations) and Swing Line Loans and (y) for any week, the date which is 12 months after its date Letter of issuanceCredit Usage projected to be outstanding at such time as set forth in the Initial Budget for such period. (bii) the Dollar Equivalent of the Letter of Credit Usage would exceed $17,062,301.57, plus any increase in such amount resulting from any currency fluctuation); or (iii) the Letter of Credit Usage would exceed the Total Revolving Credit Commitments less the outstanding principal amount of Revolving Credit Loans less the outstanding principal amount of Swing Line Loans. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be subject in form and substance acceptable to the Uniform Customs Issuing Lender (in the exercise of its Permitted Discretion), including the requirement that the amounts payable thereunder must be payable in Dollars or Canadian Dollars. If the Issuing Lender is obligated to advance funds under a Letter of Credit, the Borrower shall immediately reimburse such L/C Disbursement to the Issuing Lender by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if the Borrower shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 11:00 a.m., California time, on the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be a Revolving Credit Loan hereunder and, initially, shall bear interest at the rate then applicable to Revolving Credit Loans that are Base Rate Loans. To the extent an L/C Disbursement is deemed to be a Revolving Credit Loan hereunder, the Borrower’s obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Revolving Credit Loan. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Lender or, to the extent not inconsistent therewiththat Revolving Credit Lenders have made payments pursuant to Section 3.2 to reimburse the Issuing Lender, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated then to issue any Letter of such Revolving Credit hereunder if such issuance would conflict with, or cause Lenders and the Issuing Lender or any other Lender to exceed any limits imposed by, any applicable Requirement of Lawas their interests may appear.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, 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"”) ------------- ----------------- for the account of the Borrower on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations Exposure would exceed $30,000,000 or (ii) either the Total Extensions of Credit would exceed L/C Commitments or the Total CommitmentAvailable Revolving Commitment at such time. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date which is 12 months after its date of issuancereferred to in clause (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any other L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good fxxxx xxxxx material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) [reserved]; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section subsection 3.4(a), agrees to continue under this Agreement for the account of the Parent Borrower the Existing Letters of Credit issued by it and to issue letters of credit ("the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit", collectively, the “Letters of Credit”) ------------- ----------------- for the account of the applicable Borrower on any Business Day during the 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 Issuing Lender -------- shall not issue any no Letter of Credit shall be issued if, after giving effect to such issuance, either (i) (A) aggregate Canadian Facility L/C Obligations shall exceed $50,000,000 or (B) the aggregate Extensions of Credit to the U.S. Borrowers, the Canadian Borrowers or the Borrowers 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 or any Designated Foreign Currency on the date on which the applicable Borrower has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)), (ii) the L/C Obligations would exceed $30,000,000 or (ii) the Total Extensions in respect of Letters of Credit would exceed $200,000,000 or (iii) the Total CommitmentAggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect. Each Letter of Credit shall (i) be denominated in Dollars, Canadian Dollars or any other Designated Foreign Currency requested by the applicable Borrower and shall be either (xA) a standby letter of credit issued for the account to support obligations of the BorrowerParent Borrower or any of its Subsidiaries, contingent or otherwise, which finances finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower and/or and its Subsidiaries incurred in the Subsidiaries ordinary course of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries business (a “Standby Letter of the BorrowerCredit”), or (yB) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Parent Borrower and/or or any of its Subsidiaries in the Subsidiaries ordinary course of the Borrower business (a “Commercial L/C”), and (ii) unless otherwise agreed by the Administrative Agent or the Canadian Agent, as applicable, expire no later than the earlier of (xA) the Termination Date and (y) the date which is 12 months one year after its date of issuanceissuance and (B) the 10th day prior to the Termination Date, in the case of Standby Letters of Credit (subject, if requested by the applicable Borrower and agreed to by the Issuing Lender, to auto-renewals for successive periods not exceeding one year and ending prior to the 10th day prior to the Termination Date), or (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 issued by the U.S. Facility Issuing Lender shall be deemed to constitute a utilization of the U.S. Facility Commitments and each Letter of Credit issued by the Canadian Facility Issuing Lender shall be deemed to constitute a utilization of the Canadian Facility Commitments, and shall be participated in (as more fully described in following subsection 3.4) by the U.S. Facility Lenders or the Canadian Facility Lenders, as applicable, in accordance with their respective U.S. Facility Commitment Percentages or Canadian Facility Commitment Percentages, as applicable. All Letters of Credit issued under the U.S. Revolving Credit Facility shall be denominated in Dollars or in the respective Designated Foreign Currency requested by the applicable U.S. Borrower and shall be issued for the account of the applicable U.S. Borrower. All Letters of Credit issued under the Canadian Revolving Credit Facility shall be denominated in Canadian Dollars requested by the applicable Borrower and shall be issued for the account of the applicable Borrower. (b) Each Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. All Letters of Credit shall be issued on a sight basis only. (c) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), Xxxxxx agrees to issue standby letters of credit ("“Letters of Credit"”) ------------- ----------------- for the account of the Borrower on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations Exposure would exceed $30,000,000 or (ii) either the Total Extensions of Credit would exceed L/C Commitments or the Total CommitmentAvailable Revolving Commitment at such time. Each Unless otherwise agreed to by the Administrative Agent and the Issuing Lender, in their sole discretion, each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date which is 12 months referred to in clause (y) above unless Cash Collateralized at a rate of 105% or otherwise backstopped to the reasonable satisfaction of the Administrative Agent and the Issuing Lender). The amount of any Letter of Credit issued in a foreign currency shall be carried at the equivalent rate in Dollars at the exchange rate used generally by the applicable Issuing Lender for all purposes of this Agreement and after its date any drawing on such Letter of issuanceCredit. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any other L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied (which notice shall contain a description of any such condition asserted not to be satisfied); (iv) any requested Letter of Credit is not in form and substance reasonably acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount of less than $50,000; or (vii) any Lender is at that time a Defaulting Lender unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) i. Subject to the terms and conditions -------------- hereof, 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"”) ------------- ----------------- for the account of the Borrower on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations Exposure would exceed $30,000,000 or (ii) either the Total Extensions of Credit would exceed L/C Commitments or the Total CommitmentAvailable Revolving Commitment at such time. Each Unless otherwise agreed to by the Administrative Agent in its sole discretion, each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the date which is 12 months after its date of issuance. (b) Each Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall be subject in no event extend beyond the date referred to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New Yorkin clause (y) above). (c) ii. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: 1. such issuance would conflict with, or cause the Issuing Lender or any other L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; 2. any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; 3. the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; 4. any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; 5. such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; 6. except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or sf-5537426 7. any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (ai) Subject to the terms and conditions -------------- hereof, each Issuing Lender, in reliance on the agreements of the other Dollar Tranche Revolving Lenders set forth in Section 3.4(a2.06(d)(i), agrees agrees, from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue standby letters of credit ("“Letters of Credit"”) ------------- ----------------- for the account of the Borrower Company or any Subsidiary (including, to the extent not prohibited by Section 6.04, Unrestricted Subsidiaries) and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, 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, after giving effect to any issuance, amendment, increase or extension of any Letter of Credit, (w) the sum of the total Dollar Tranche Revolving Credit Exposures shall not exceed the aggregate Dollar Tranche Revolving Commitments, (x) the Dollar Tranche Revolving Credit Exposure of any Lender shall not exceed such Lender’s Dollar Tranche Revolving Commitment, (y) the sum of the total Revolving Credit Exposures denominated in an Alternative Currency shall not exceed the Alternative Currency Sublimit and (z) the L/C Exposure shall not exceed the L/C Commitment. Each request by the Company for the issuance, amendment, increase or extension of any Letter of Credit shall be deemed to be a representation by the Company that such requested issuance, amendment, increase or extension, as applicable, complies with the conditions set forth in the proviso to the preceding sentence. Each Letter of Credit shall be denominated in Dollars or one or more Alternative Currencies. All letters of credit identified on Schedule 2.06 (the “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. (ii) No Issuing Lender -------- shall not issue any Letter of Credit, if: (A) subject to Section 2.06(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Majority in Interest of the Dollar Tranche Revolving Lenders have approved such expiry date; or (B) the expiry date of the requested Letter of Credit would occur more than 12 months after the Revolving Termination Date, unless all the Dollar Tranche Revolving Lenders have approved such expiry date. (iii) No Issuing Lender shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing the Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Lender in good fxxxx xxxxx material to it; (B) the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such Issuing Lender, the Letter of Credit is in an initial stated amount less than $250,000; (D) except as otherwise agreed by the Administrative Agent and such Issuing Lender, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such Issuing Lender does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Lender is at that time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Company or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to such issuance, Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either (i) the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations would exceed $30,000,000 as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (iiG) the Total Extensions of Credit would exceed the Total Commitment. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued contains any provisions for the account automatic reinstatement of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or stated amount after any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date and (y) the date which is 12 months after its date of issuancedrawing thereunder. (biv) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The No Issuing Lender shall not at any time be obligated to issue amend any Letter of Credit hereunder if such issuance Issuing Lender would conflict withnot be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No Issuing Lender shall be under any obligation to amend any Letter of Credit if (A) such Issuing Lender would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or cause (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such Issuing Lender shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article VIII with respect to any acts taken or any other omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to exceed any limits imposed bybe issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article VIII included such Issuing Lender with respect to such acts or omissions, any applicable Requirement of Lawand (B) as additionally provided herein with respect to such Issuing Lender.

L/C Commitment. (ai) Prior to the Closing Date, the Existing Issuing Bank has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. (ii) Subject to the terms and conditions -------------- hereofhereof (including satisfaction of the conditions precedent set forth in Sections 5.1 (on the Closing Date) and 5.2 (upon the issuance of each Letter of Credit)), each Issuing LenderBank, in reliance on the agreements of the other Lenders Banks set forth in Section 3.4(a2.5(d), agrees to issue standby letters of credit ("together with the Existing Letters of Credit", the “Letters of Credit”) ------------- ----------------- for the account of the Borrower in support of obligations (including performance, bid and similar bonding obligations and credit enhancement) of the Borrower and its Affiliates on any Business Day on or after the Closing Date and prior to the Termination Date in such form as may be approved from time to time by such Issuing LenderBank; provided that no Issuing Lender -------- Bank shall not issue any Letter of Credit if, after giving effect to such issuance, either (iA) the L/C Obligations would exceed $30,000,000 the L/C Commitment or (iiB) the Total Outstanding Extensions of Credit then outstanding would exceed the Total Commitment. Commitments then in effect and provided, further, that neither JPMorgan Chase Bank, N.A. nor Bank of America, N.A. shall be required, without the consent of such Issuing Bank, to issue Letters of Credit in excess of $100,000,000 at any time outstanding for each such Issuing Bank. (iii) Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs to support obligations of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower its Affiliates, contingent or otherwise, and (ii) expire no later than the earlier of (x) the Termination Date and (y) the date which is 12 months after its date of issuanceMaturity Date. (biv) Each Letter of Credit No Issuing Bank shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any other Lender L/C Participant to exceed any limits imposed on such Issuing Bank by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereofset forth herein, the Issuing LenderLender agrees, in reliance on upon the agreements of the other Lenders set forth in this Agreement, including Section 3.4(a)2.3 hereof, agrees 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 ("Letters each, including each Existing Letter of Credit") ------------- ----------------- , being a “Letter of Credit”), at the request of and for the account of the Borrower on any Business Day 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 Issuing Lender -------- (a) the aggregate Stated Amount of all Letters of Credit shall not issue at any Letter of Credit if, after giving effect to such issuance, either time exceed Twenty Five Million Dollars (i$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 Obligations would exceed $30,000,000 or (ii) the Total Extensions of Credit would exceed the Total CommitmentBorrowings outstanding at such time). Each request by the Company for the issuance or amendment of a Letter of Credit shall (i) be denominated deemed to be a representation by the Company that the Letter of Credit so requested complies with the conditions set forth in Dollars 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 either (x) a standby fully revolving, and accordingly the Company may, during the foregoing period, subject to the terms and conditions of this Agreement, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Subject to the foregoing limitations, the Administrative Agent, the Issuing Lender, the Company and each Lender agrees that any letter of credit issued by the Issuing Lender prior to the date of this Agreement for the account of the BorrowerCompany or any other Loan Party shall, which finances for all purposes, be deemed to be a Letter of Credit under this Agreement and under the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrowerother Loan Documents, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries as of the BorrowerClosing Date, or (y) a commercial letter the letters of credit issued for listed on Exhibit G hereto (the account “Existing Letters of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date and (y) the date which is 12 months after its date of issuanceCredit”). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any other Lender to exceed any limits imposed by, any applicable Requirement of Law.

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(asubsection 3.9(a), agrees to issue letters of credit ("Letters of Credit") ------------- ----------------- for the account 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 LenderBank; provided that no Issuing Lender -------- Bank shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations at such time would exceed $30,000,000 or the L/C Commitment, (ii) the Total Extensions of Aggregate Revolving Credit Outstandings at such time would exceed the Total Commitmentaggregate amount of the Revolving Credit Commitments at such time, (iii) in the case of Letters of Credit issued prior to the Collateral Release Date, the Aggregate Revolving Credit Outstandings at such time would exceed the Borrowing Base at such time or (iv) in the case of Letters of Credit issued in currencies other than Dollars only, the L/C Obligations in respect of Letters of Credit issued in currencies other than Dollars would exceed the Foreign L/C Commitment Sublimit at such time. Each Continuing Letter of Credit shall be deemed to be issued under this Agreement on the Effective Date (to the extent such Continuing Letter of Credit has not been fully drawn or has not expired or been terminated as of the Effective Date) and shall be (x) a Letter of Credit for all purposes hereof (other than subsection 3.7) and the other Loan Documents and (y) a Commercial Letter of Credit or a Standby Letter of Credit, as applicable, for purposes of subsections 3.8(b) and 3.8(c), respectively. 48 (b) Each Letter of Credit shall shall: (i) be denominated in Dollars or such other currency that as of the date of issuance thereof is in the reasonable judgment of the relevant Issuing Bank (which shall be binding on the L/C Participants) freely convertible or exchangeable into Dollars as the Borrower, the relevant Issuing Bank and the Administrative Agent may from time to time agree, and shall be either (xA) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs to support obligations of the Borrower and/or the Subsidiaries or a Subsidiary, contingent or otherwise (a "Standby Letter of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the BorrowerCredit"), or (yB) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of inventory or other goods or services by the Borrower and/or any and its Subsidiaries in the ordinary course of the Subsidiaries business (a "Commercial Letter of the Borrower and Credit"), and (ii) expire no later than the earlier of (xA) five Business Days prior to the Revolving Credit Termination Date and (yB) one year after the date of issuance thereof, provided that, subject to clause (A) above, any Letter of Credit may, at the request of the Applicant as set forth in the applicable Application, be automatically renewed on each anniversary of the issuance thereof for an additional period of one year unless the Issuing Bank which is 12 months after its date issued such Letter of issuanceCredit shall have given prior written notice to the Borrower and the beneficiary of such Letter of Credit that such Letter of Credit will not be renewed. (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (cd) The No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a2.26(a), agrees to issue letters of credit ("the letters of credit issued on and after the Closing Date, together with the Existing Letters of Credit", collectively, the “Letters of Credit”) ------------- ----------------- for the account of the Borrower on any Business Day during the periodcommencing on the Closing Date and ending 30 days prior to the Revolving Credit Termination Date in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender -------- shall not have any obligation to issue any Letter of Credit, and no Revolving Credit Lender shall have any obligations to participate in any Letter of Credit, if, after giving effect to such issuanceissuance or participation, either (i) the L/C Obligations would exceed $30,000,000 the L/C Commitment or (ii) the Total Extensions aggregate amount of the Available Revolving Credit Commitments would exceed be less than zero; provided, further, that in no event shall Credit Suisse AG, Barclays Bank PLC, Royal Bank of Canada or any of their respective offices, branches or Affiliates, in each case to the Total Commitmentextent that it is an Issuing Lender hereunder, be required to issue any trade Letter of Credit. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the date which is 12 months after its five Business Days prior to the Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date of issuancereferred to in clause (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.Notwithstanding anything to the contrary contained in thisSection 2.23or elsewhere in this Agreement, in the event that a Revolving Credit Lender is a Defaulting Lender, the Issuing Lender shall not be required to issue any Letter of Credit unless such Defaulting Lender’s Revolving Credit Percentage of the L/C Obligations, after giving effect to the issuance of such Letter of Credit, may be reallocated among Non-Defaulting Lenders in accordance with Section 2.31(a)(iv)or, if such reallocation is not available in accordance with such Section, each Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit by all suchDefaulting Lenders, which may include by cash collateralizing each such Defaulting Lender’s Pro Rata Percentage of each Letter of Credit issued while such Defaulting Lender remains a Defaulting Lender.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the 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 ("Letters of Credit") ------------- ----------------- Credit for the account of the US Borrower on any Business Day from the 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 Issuing Lender; provided provided, that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) based upon the Dollar Amount of all outstanding Loans and L/C Obligations, the aggregate amount of all outstanding L/C Obligations would exceed $30,000,000 the lesser of (a) the L/C Commitment or (iib) the Total Extensions Revolving Credit Commitment less the sum of Credit would exceed (A) during the Total CommitmentReserve Period, the Reserve Amount and (B) the aggregate principal amount of all outstanding Loans. Each Letter of Credit (other than the Existing Letters of Credit) shall (i) be denominated in Dollars and shall in a minimum amount of $30,000 or a lesser amount acceptable to the Issuing Lender, (ii) be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial trade letter of credit issued for the account to support obligations of the US Borrower in respect of the purchase of goods or services by the Borrower and/or any of its Subsidiaries, contingent or otherwise, incurred in the Subsidiaries ordinary course of the Borrower and business, (iiiii) expire on a date no later than the earlier of (xA) five (5) Business Days prior to the Termination Maturity Date and (yB) the date which is 12 months one year after its date of issuance. , and (biv) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. (c) . As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. 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 other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, 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"”) ------------- ----------------- for the account of the Borrower on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations Exposure would exceed $30,000,000 or (ii) either the Total Extensions of Credit would exceed L/C Commitments or the Total CommitmentAvailable Revolving Commitment at such time. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for or, in the account sole discretion of the BorrowerIssuing Lender with respect to any particular Letter of Credit, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrowera Foreign Currency, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date which is 12 months after its date referred to in clause (y) above). For the avoidance of issuancedoubt, no commercial letters of credit shall be issued by the Issuing Lender to any Person under this Agreement. For purposes of this Agreement, the stated amount of any Letter of Credit issued in a Foreign Currency shall be converted into Dollars from time to time by the Issuing Lender and upon any drawing under such Letter of Credit. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any other L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied (which notice shall contain a description of any such condition asserted not to be satisfied); (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing Lender, 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"”) ------------- ----------------- for the account of the Borrower on any Business Day during the Letter of Credit Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations Exposure would exceed $30,000,000 or (ii) either the Total Extensions of Credit would exceed L/C Commitments or the Total CommitmentAvailable Revolving Commitment at such time. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date which is 12 months after its date of issuancereferred to in clause (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any other L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied (which notice shall contain a description of any such condition asserted not to be satisfied); (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $100,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing Lender, 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"”) ------------- ----------------- for the account of the Borrower on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations Exposure would exceed $30,000,000 or (ii) either the Total Extensions of Credit would exceed L/C Commitments or the Total CommitmentAvailable Revolving Commitment at such time. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date which is 12 months after its date of issuancereferred to in clause (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any other L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) [reserved]; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing Lender, 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"”) ------------- ----------------- for the account of the Borrower on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations Exposure would exceed $30,000,000 or (ii) either the Total Extensions of Credit would exceed L/C Commitments or the Total CommitmentAvailable Revolving Commitment at such time. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date which is 12 months after its date referred to in clause (y) above). For the avoidance of issuancedoubt, no commercial letters of credit shall be issued by the Issuing Lender to any Person under this Agreement. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any other L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied (which notice shall contain a description of any such condition asserted not to be satisfied); (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a)Borrower contained herein, agrees to issue letters of credit ("Letters of Credit") ------------- ----------------- Credit for the account of the Borrower or any Subsidiary on any Business Day during the term of the Revolving Credit Commitment in such form as may be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not issue any Letter of Credit if, after giving effect to such issuance, either the conditions of Section 2.01(b) and (ic) the L/C Obligations would exceed $30,000,000 or (ii) the Total Extensions not be satisfied; and provided, further, that no Letter of Credit would exceed the Total Commitment. shall be issued in a face amount of less than $75,000. (b) Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower Dollars; and (ii) expire no later than (x) with respect to Standby Letters of Credit, the earlier of (xA) the Revolving Credit Termination Date and (B) 365 days after the issue date of such Standby Letter of Credit, and (y) with respect to documentary Letters of Credit, the date which is 12 months earlier of (A) the Revolving Credit Termination Date and (B) 180 days after its the issue date of issuancesuch documentary Letter of Credit. (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York, without giving effect to the conflicts of laws principles thereof. (cd) 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 other Lender to exceed any limits imposed by, any applicable Requirement of Law. (e) The responsibility of the Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit and otherwise comply with the Uniform Customs.

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(asubsection 3.9(a), agrees to issue letters of credit ("Letters of Credit") ------------- ----------------- for the account 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 LenderBank; provided that no Issuing Lender -------- Bank shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations at such time would exceed $30,000,000 or the L/C Commitment, (ii) the Total Standby Letter of Credit Outstandings at such time would exceed $125,000,000, (iii) the Aggregate Revolving Credit Outstandings at such time would exceed the aggregate amount of the Revolving Credit Commitments at such time, (iv) in the case of Letters of Credit issued in currencies other than Dollars only, the L/C Obligations in respect of Letters of Credit issued in currencies other than Dollars would exceed the Foreign L/C Commitment Sublimit at such time, or (v) the Aggregate Outstanding Extensions of Credit at such time would exceed the Total Commitment. Borrowing Base at such time. (b) Each Letter of Credit shall shall: (i) be denominated in Dollars or such other currency that as of the date of issuance thereof is in the reasonable judgment of the relevant Issuing Bank (which shall be binding on the L/C Participants) freely convertible or exchangeable into Dollars as the Borrower, the relevant Issuing Bank and the Administrative Agent may from time to time agree, and shall be either (xA) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs to support obligations of the Borrower and/or the Subsidiaries of the Borroweror a Subsidiary, contingent or otherwise, including, without limitation, good faith deposits except as provided in connection with permitted acquisitions by clause (e) hereof, to support letters of credit and the Borrower and/or reimbursement obligations attendant thereto issued pursuant to or under the Subsidiaries Existing DIP Agreement which are then outstanding on the Effective Date (a "Standby Letter of the BorrowerCredit"), or (yB) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of inventory or other goods or services by the Borrower and/or any and its Subsidiaries in the ordinary course of the Subsidiaries business (a "Trade Letter of the Borrower and Credit"), and (ii) expire no later than the earlier of (xA) five Business Days prior to the Termination Date (unless the Administrative Agent has received and maintains cash Collateral in an amount equal to 103% of the maximum amount available to be drawn under any such Letter of Credit for which the Borrower has requested an expiry date after the Termination Date, in which event the expiry of any such Letter of Credit may extend beyond the Termination Date) and (yB) one year after the date of issuance thereof, provided that, subject to clause (A) above, any Letter of Credit may, at the request of the Applicant as set forth in the applicable Application, be automatically renewed on each anniversary of the issuance thereof for an additional period of one year or less unless the Issuing Bank which is 12 months after its date issued such Letter of issuanceCredit shall have given at least sixty days prior written notice to the Borrower and the beneficiary of such Letter of Credit that such Letter of Credit will not be renewed, in which case such Letter of Credit may, at the option of the Borrower, provide that the beneficiary of such Letter of Credit will be entitled to draw on such Letter of Credit at any time during the thirty days prior to the expiry thereof. (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws law of the State Commonwealth of New YorkMassachusetts. (cd) The No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (e) On the Effective Date, all letters of credit and the reimbursement obligations attendant thereto issued by Fleet under the Existing DIP Agreement which are then outstanding shall be, from and after such date, deemed to be, and shall become for all purposes, Letters of Credit with Reimbursement Obligations attendant thereto issued pursuant to, and be outstanding under, this Agreement.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in Section subsection 3.4(a), agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of one of the Borrowers and to issue letters of credit (collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, "Letters of Credit") ------------- ----------------- for the account of the Borrower Parent 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 LenderBank; provided that the Issuing Lender -------- Bank shall not not, and shall have no obligation to, issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations would exceed $30,000,000 the L/C Commitment or (ii) the Total Extensions Available Revolving Credit Commitment of Credit all the Lenders would exceed the Total Commitmentbe less than zero. Each Letter of Credit shall (i) be denominated in Dollars or in a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000 and shall be either (x) a standby letter of credit issued for the account to support obligations of the BorrowerParent or its Subsidiaries, which finances the working capital and business contingent or otherwise for general corporate needs (a "Standby Letter of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the BorrowerCredit"), or (y) a commercial documentary letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any Parent or its Subsidiaries in the ordinary course of the Subsidiaries business (a "Commercial Letter of the Borrower Credit") and (ii) expire no later than the earlier of (x) one year from the Termination Date and date of issuance thereof or (y) the date which is 12 months after its date of issuanceTermination Date. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), Lender agrees to issue letters of credit ("each, a “Letter of Credit” and, collectively, the “Letters of Credit"”) ------------- ----------------- for the account of the Borrower on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such Issuing Lender; provided that no Issuing Lender -------- shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations would exceed $30,000,000 or (ii) the Total Extensions of Credit Exposure would exceed the Total CommitmentL/C Commitments or the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the BorrowerDollars, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the BorrowerEuros or Canadian Dollars, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date which is 12 months after its date referred to in clause (y) above). For the avoidance of issuancedoubt, no commercial letters of credit shall be issued by any Issuing Lender to any Person under this Agreement. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the such Issuing Lender or any other 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 such Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to such Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Lender in good fxxxx xxxxx material to it; (iii) such Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied (which notice shall contain a description of any such condition asserted not to be satisfied); (iv) any requested Letter of Credit is not in form and substance acceptable to such Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of such Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and such Issuing Lender, such Letter of Credit is in an initial face amount less than the Dollar Equivalent of $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to such Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit ("Letters of Credit") ------------- ----------------- Credit for the account of the US Borrower on any Business Day from the Closing Date through but not including the Revolving Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either based upon the Dollar Amount of all outstanding Loans and L/C Obligations, the aggregate amount of all outstanding L/C Obligations would exceed the lesser of (i) the L/C Obligations would exceed $30,000,000 Commitment or (ii) the Total Extensions Revolving Credit Commitment less the aggregate principal amount of Credit would exceed the Total Commitmentall outstanding Loans. Each Letter of Credit (other than the Existing Letters of Credit) shall (i) be denominated in Dollars and shall in a minimum amount of $30,000 or a lesser amount acceptable to the Issuing Lender, (ii) be either (x) a standby letter of credit issued for the account to support obligations of the Borrower, which finances the working capital and business needs of the US Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of its Subsidiaries, contingent or otherwise, incurred in the Subsidiaries ordinary course of the Borrower and business, (iiiii) expire on a date no later than the earlier of (xA) five (5) Business Days prior to the Termination Revolving Credit Maturity Date and (yB) the date which is 12 months one year after its date of issuance. , and (biv) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. (c) North Carolina. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. 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 other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall, subject to the terms and conditions hereof, constitute Letters of Credit hereunder. Subject to the terms and conditions -------------- hereof, the Issuing Lender, 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", collectively, the “Letters of Credit”) ------------- ----------------- for the account 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 the Issuing Lender -------- shall not issue any Letter of Credit if, after giving effect to such issuance, either (i) the sum of the Letters of Credit (other than Foreign Backstop Letters of Credit) and the Dollar Equivalent of the then outstanding L/C Obligations in respect of any Foreign Backstop Letters of Credit would exceed $30,000,000 [60,000,000] (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding L/C Obligations in respect of any Foreign Backstop Letters of Credit on the date on which the Borrower has requested that the Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) or (ii) the Total Extensions Aggregate Outstanding Revolving Credit of all the Revolving Credit Lenders would exceed the Total CommitmentRevolving Credit Commitments of all the Revolving Credit Lenders then in effect. Each Letter of Credit shall (i) be denominated in Dollars or, in the case of Foreign Backstop Letters of Credit, in Dollars or any Designated Foreign Currency and shall be either (xA) a standby letter of credit issued for the account to support obligations of the BorrowerBorrower or any of its Subsidiaries, contingent or otherwise, which finances finance the working capital and business needs of the Borrower and/or and its Subsidiaries incurred in the Subsidiaries ordinary course of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries business (a “Standby Letter of the BorrowerCredit”), or (yB) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or or any of its Subsidiaries in the Subsidiaries ordinary course of the Borrower and business (a “Commercial Letter of Credit”), (ii) expire no later than the earlier of (x) five days prior to the Termination Date and (yiii) unless otherwise agreed by the date which is 12 months Administrative Agent, expire no later than 365 days after its date of issuanceissuance in the case of Standby Letters of Credit, and 180 days after its date of issuance in the case of Commercial Letters of Credit. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any other Lender to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, 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") ------------- ----------------- for the account of the Borrower on any Business Day in such form as may be approved from time to time by such Issuing Lender; provided that Issuing Lender -------- shall not issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations would exceed the lesser of (x) $30,000,000 or (y) the Total Available Commitment or (ii) the Total Extensions Aggregate Outstandings of Credit of all the Lenders would exceed the Total Available Commitment. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date and (y) the date which is 12 months after its date of issuance. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any other Lender to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, 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"”) ------------- ----------------- for the account of the Borrower on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations Exposure would exceed $30,000,000 or (ii) either the Total Extensions of Credit would exceed L/C Commitments or the Total CommitmentAvailable Revolving Commitments at such time. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the BorrowerDollars, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date which is 12 months after its date referred to in clause (y) above). For the avoidance of issuancedoubt, no commercial letters of credit shall be issued by the Issuing Lender to any Person under this Agreement. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any other L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Initial Funding Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Initial Funding Date and which the Issuing Lender in good xxxxx xxxxx material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied (which notice shall contain a description of any such condition asserted not to be satisfied); (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, Issuing Lenderthe Letter of Credit Bank, in reliance on the agreements of the other Lenders Banks set forth in Section 3.4(a), agrees to issue letters of credit ("Letters of Credit") ------------- ----------------- for the account of the Borrower on any Domestic Business Day during the Revolving Credit Period in such form as may be approved from time to time by such Issuing Lenderthe Letter of Credit Bank; provided that Issuing Lender -------- the Letter of Credit Bank shall not not, and shall have no obligation to, issue any Letter of Credit if, after giving effect to such issuanceissuance and to the obligations of the Banks under Section 3.4(a), either the excess, if any, of (i) the Available Revolving Commitment of any Bank over (ii) an amount equal to such Bank's Revolving Commitment Percentage multiplied by the aggregate principal amount of all the Money Market Loans of all the Banks then outstanding would be less than zero; and provided, further, that the Letter of Credit Bank shall not, and shall have no obligation to, issue any Letter of Credit if, (i) after giving effect thereto, the L/C Obligations would exceed $30,000,000 25,000,000 or (ii) on or before the Total Extensions date immediately preceding the issuance date, the Letter of Credit would exceed the Total CommitmentBank shall have received a notice of Default, which has not been withdrawn, from any Bank. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs to support obligations of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the its Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date and (y) the date which is 12 months one year after its the date of issuanceissuance thereof and the Revolving Termination Date (provided that such Letter of Credit may provide that it may be extended with the consent of the Letter of Credit Bank for a period of no more than one year (but in no event beyond the Revolving Termination Date)). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State jurisdiction in which is located the office of New Yorkthe Letter of Credit Bank from which such Letter of Credit is issued. (c) The Issuing Lender Letter of Credit Bank 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 such Letter of Credit Bank or any other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (d) The Borrower and each Bank severally agree that, on the Closing Date, the letters of credit outstanding on such date set forth in Schedule II hereof shall be deemed to be Letters of Credit under this Agreement for all purposes hereof, provided that all fees and interest on such outstanding letters of credit accruing to but not including the Closing Date shall be paid on such date.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a)subsection , agrees to issue letters of credit ("Letters of CreditLETTERS OF CREDIT") ------------- ----------------- for the account of the Borrower on any Business Day during the Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided PROVIDED that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations would exceed $30,000,000 10,000,000 or (ii) the Total Extensions aggregate Available Commitments of Credit all Lenders would exceed the Total Commitment. be less than zero. (b) Each Letter of Credit shall shall: (i) be denominated in Dollars and shall be either (x1) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs to support obligations of the Borrower and/or and its Subsidiaries, contingent or otherwise, incurred in the Subsidiaries ordinary course of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrowerits business (a "STANDBY LETTER OF CREDIT"), or (y2) a commercial letter of credit issued for the account to provide a primary means of the Borrower payment in respect of the purchase of goods or services by the Borrower and/or any and its Subsidiaries in the ordinary course of the Subsidiaries of the Borrower and business (a "COMMERCIAL LETTER OF CREDIT"); and (ii) expire no later than the earlier of (x) the Termination Date date that is 12 months after the date of its issuance and (y) the date which is 12 months after its date of issuancefifth Business Day prior to the Termination Date. (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (cd) 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 other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (e) As of the Closing Date, any and all letters of credit issued and outstanding under the Existing Credit Agreements shall be deemed to have been issued hereunder and be deemed Letters of Credit for all purposes hereof.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(asubsection 4.4(a), agrees to issue letters of credit ("Letters of Credit") ------------- ----------------- for the account of the Borrower HCC on any Business Day during the Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations would exceed $30,000,000 the L/C Commitment or the Available Commitment. (iib) the Total Extensions of Credit would exceed the Total Commitment. Each Letter of Credit shall shall: (i) be denominated in Dollars or any Available Foreign Currency and shall be either (xA) a standby letter of credit issued for the account to support obligations of the Borrower, which finances the working capital and business needs HCC or its Subsidiaries (a "Standby Letter of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the BorrowerCredit"), or (yB) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by HCC and its Subsidiaries in the Borrower and/or any ordinary course of the Subsidiaries business (a "Commercial Letter of the Borrower and Credit") and (ii) expire no later than at or prior to the earlier close of (x) business on the date that is five Business Days prior to the Termination Date and (y) the date which is 12 months after its date of issuanceDate. (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (cd) 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 other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (e) Each Issuing Lender shall from time to time provide the Administrative Agent with information reasonably requested by the Administrative Agent with respect to each Letter of Credit issued by such Issuing Lender, including stated amount, currency, beneficiary and expiry date.

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(a), Bank agrees to issue letters of credit ("Letters of Credit") ------------- ----------------- for the account of the any Specified Borrower on any Business Day during the Revolving Commitment Period in such form as may shall be approved from time reasonably acceptable to time by such Issuing LenderBank; provided provided, that Issuing Lender -------- shall not issue any no Letter of Credit shall be issued if, after giving effect to such issuance, either thereto (i) the aggregate amount of the Exposure of all the Banks would exceed the aggregate amount of the Revolving Commitments, (ii) the aggregate amount of the Foreign Currency Exposure in respect of any Currency would exceed the Foreign Currency Exposure Sublimit for such Currency or (iii) the aggregate amount of the L/C Obligations would exceed $30,000,000 or 100,000,000. (iia) the Total Extensions of Credit would exceed the Total Commitment. Each Letter of Credit shall shall: (i) be denominated in Dollars or an Available Foreign Currency and shall be either (xA) a standby letter of credit issued for the account to support obligations of the a Specified Borrower, which finances the working capital contingent or otherwise, to provide credit support for workers’ compensation, other insurance programs and business needs other lawful corporate purposes (a “Standby Letter of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, Credit”) or (yB) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or and services by in the Borrower and/or any ordinary course of business of the Company and its Subsidiaries (a “Commercial Letter of Credit”; together with the Borrower and Standby Letters of Credit, the “Letters of Credit”) and, (ii) expire no later than the earlier of (x) the Termination Date and (y) the date which is 12 months 365 days after its date of issuanceissuance and 5 Business Days prior to the Revolving Termination Date although any such Letter of Credit may be automatically extended for periods of one year from the current or any future expiration date of the Letter of Credit (unless the Issuing Bank elects not to extend such Letter of Credit) and the extended maturity date is not beyond 5 Business Days prior to the Revolving Termination Date. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New YorkYork or, if acceptable to the Required Banks and the relevant account party, the jurisdiction of the Issuing Office at which such Letter of Credit is issued. (c) The No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any other Lender Bank to exceed any limits imposed by, any change after the date hereof in any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the 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"”) ------------- ----------------- for the account 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 the Issuing Lender; provided that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations would exceed $30,000,000 the L/C Commitment or (ii) the Total Extensions aggregate amount of the Available Revolving Commitments would be less than zero; and provided further that notwithstanding that any Letter of Credit would exceed may state that it is issued on behalf of a Guarantor and notwithstanding that any Application is executed by a Guarantor, each Letter of Credit is hereby deemed to be issued for the Total Commitmentaccount of Borrower. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). It is 12 months after its date hereby understood and agreed that each Letter of issuanceCredit issued under the Existing Credit Agreement and outstanding on the Effective Date shall continue to constitute a Letter of Credit. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, 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") ------------- ----------------- for the account of the Borrower on any Business Day from the Closing Date through but not including the Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (ia) the L/C Obligations would exceed $30,000,000 the L/C Commitment or (iib) the Total Extensions aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Total Aggregate Commitment. Each Letter of Credit shall (i) be denominated in Dollars and shall in a minimum amount of $250,000, (ii) be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs to support obligations of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of its Subsidiaries, contingent or otherwise, incurred in the Subsidiaries ordinary course of the Borrower and business, (iiiii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (xa) one (1) year after the date of issuance or (b) the Termination fifth (5th) business day prior to the Maturity Date and (yiv) the date which is 12 months after its date of issuance. (b) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender, and, to the extent not inconsistent therewith, the laws of the State of New York. (c) 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 other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a2.8(a), agrees to issue standby or trade letters of credit, bank guaranties or other similar forms of credit issued by such Issuing Lender ("together with any Designated Letters of Credit", “Letters of Credit”) ------------- ----------------- for the account of the any Borrower on any Business Day during the Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that provided, that, no Issuing Lender -------- shall not issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations would exceed $30,000,000 or the L/C Commitment, (ii) the Outstanding Extensions of Credit of any Lender would exceed such Lender’s Commitment, (iii) the sum of the Total Outstanding Extensions of Credit would exceed the Total CommitmentCommitments. No Foreign Borrower shall request and no Issuing Lender shall issue any Letter of Credit for the account of such Foreign Borrower if, after issuing such Letter of Credit, the aggregate Foreign Borrower Exposure of all Foreign Borrowers shall exceed the Aggregate Foreign Sublimit then in effect. Each Letter of Credit shall (i) be denominated in Dollars and shall be either or a Foreign Currency, (xii) have a standby letter face amount of credit issued for at least $10,000 or the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions Foreign Currency Equivalent thereof (unless otherwise agreed by the Borrower and/or the Subsidiaries of the Borrower, or (yrelevant Issuing Lender) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (iiiii) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Termination Date; provided, that, any Letter of Credit with a one-year term may (subject to Section 2.7(c)) provide for the renewal thereof for additional one-year periods (which is 12 months after its shall in no event extend beyond the date of issuancereferred to in clause (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The No Issuing Lender shall not at any time be obligated to issue issue, amend, extend or increase any Letter of Credit hereunder if if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such issuance would conflict withIssuing Lender from issuing the Letter of Credit, or cause the any Law applicable to such Issuing Lender or any other request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Lender in good xxxxx xxxxx material to it; (ii) such issuance of the Letter of Credit would violate one or more policies of general application of such Issuing Lender applicable to letters of credit; (iii) any Lender is at that time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion) with the applicable Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.37(a)(v)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that 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; (iv) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (v) the outstanding L/C Obligations in respect of all Letters of Credit issued by such Issuing Lender would exceed the Issuing Lender Sublimit of such Issuing Lender. (c) Each Issuing Lender shall act on behalf of the Lenders with respect to any limits imposed byLetters of Credit issued by it and the documents associated therewith, and each Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in Section 8 with respect to any applicable Requirement acts taken or omissions suffered by such Issuing Lender in connection with Letters of LawCredit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 8 included each Issuing Lender with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the Issuing Lenders. (d) On the Closing Date, (i) the Company shall provide Schedule 2.6, which Schedule shall list the 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 2.6, (iii) the face amount of such Designated Letters of Credit shall be included in the calculation of the available L/C Commitment and the Outstanding Extensions of Credit, (iv) the provisions of this Agreement shall apply thereto, and the Company and the Lenders hereunder hereby expressly assume all obligations with respect to such Letters of Credit that they would have if such Letters of Credit had been issued pursuant to this Agreement and (v) all liabilities of the Company with respect to such Designated Letters of Credit shall constitute obligations of the Company hereunder.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, 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 ("standby Letters of Credit") ------------- ----------------- Credit for the account of the Borrower on any Business Day from the Amendment and Restatement Closing Date through but not including the ninetieth (90th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (ia) the L/C Obligations would exceed $30,000,000 the L/C Commitment or (iib) the Total Extensions aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Total Commitmentthen applicable Borrowing Limit. Each Letter of Credit shall (i) be denominated in Dollars and shall in a minimum amount of $100,000 (other than the Existing Foreign Currency Letter of Credit) or in an amount less than $100,000 if approved in writing by the Administrative Agent in its sole discretion, (ii) be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs to support obligations of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the Subsidiaries ordinary course of the Borrower and business, (iiiii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than ninety (90) Business Days prior to the earlier of (x) the Termination Revolving Credit Maturity Date and (yiv) the date which is 12 months after its date of issuance. (b) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. (c) 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 other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, 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"”) ------------- ----------------- for the account of the Borrower on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations Exposure would exceed $30,000,000 or (ii) either the Total Extensions of Credit would exceed L/C Commitments or the Total CommitmentAvailable Revolving Commitment at such time. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date which is 12 months after its date referred to in clause (y) above). For the avoidance of issuancedoubt, no commercial letters of credit shall be issued by the Issuing Lender to any Person under this Agreement. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any other L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of SF1 1952992 issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit ("Letters of Credit") ------------- ----------------- for the account of the Borrower on any Business Day from the Closing Date through but not including the Revolving Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (ia) the L/C Obligations would exceed $30,000,000 the L/C Commitment or (iib) the Total Extensions aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Total Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars and shall in a minimum amount acceptable to the Issuing Lender; (ii) be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs to support obligations of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the Subsidiaries ordinary course of the Borrower and business, (iiiii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (x) the Termination Revolving Credit Maturity Date and (yiv) the date which is 12 months after its date of issuance. (b) Each Letter of Credit shall be subject to the Uniform Customs and/or ISPA 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. (c) 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 other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereofset forth herein, (A) each Issuing LenderLender agrees, in reliance on upon the agreements of the other Lenders set forth in Section 3.4(a)this Section, agrees (1) from time to time on any Business Day during the Commitment Period, to issue letters of credit ("Letters of Credit") ------------- ----------------- Credit for the account of the Borrower on any Business Day and to amend, renew or extend Letters of Credit previously issued by it, in accordance with paragraph (b) of this Section, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in such form as may be approved from time to time by such Issuing LenderLetters of Credit and any drawings thereunder; provided that no Issuing Lender -------- shall not issue be obligated to make any L/C Credit Extension, and no Lender shall be obligated to participate in any Letter of Credit Credit, if, after giving effect to as of the date of such issuance, either (i) the L/C Obligations would exceed $30,000,000 or Credit Extension, (iiw) the Total Extensions of Credit would exceed the Total Commitment. Each Letter of Credit shall (i) be denominated in Dollars and shall be either Commitments, (x) a standby letter of credit issued for the account such Lender’s Revolving Credit Percentage of the BorrowerTotal Extensions of Credit would exceed such Lender’s Commitment, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date and (y) the date which is 12 months after Outstanding Amount of all L/C Obligations would exceed the L/C Sublimit or (z) the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by such Issuing Lender would exceed its date L/C Commitment. Letters of issuanceCredit shall constitute a commensurate utilization of the Commitments. (b) No Issuing Lender shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Lender in good fxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such Issuing Lender, such Letter of Credit is in an initial stated amount less than $10,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars; (E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; and (F) any Lender is at such time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including reallocation of such Lender’s Revolving Credit Percentage of the outstanding L/C Obligations pursuant to Section 2.21 or the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), the Borrower or such Issuing Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21) 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. (c) No Issuing Lender shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Lender would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto. (d) Each Letter of Credit shall be subject expire at or prior to the Uniform Customs and, to close of business on the extent not inconsistent therewith, earlier of (A) the laws date twelve months after the date of the State issuance of New York. (c) The Issuing Lender shall not at any time be obligated to issue any such Letter of Credit hereunder if (or, in the case of any Auto-Renewal Letter of Credit, twelve months after the then current expiration date of such issuance would conflict with, or cause Letter of Credit) and (B) the Issuing Lender or any other Lender to exceed any limits imposed by, any applicable Requirement of LawL/C Expiration 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 (or cause its Applicable Lending Office to issue) letters of credit and, with the consent of such Issuing Lender, letters of guarantee ("Letters each a “Letter of Credit"”) ------------- ----------------- under the Domestic Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the 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 provided, that (i) no Applicable Account Party shall request, and no Issuing Lender -------- shall not be required to issue (or cause its Applicable Lending Office to issue), any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), either (iA) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Obligations would exceed $30,000,000 or Commitment then in effect, (iiB) the Total Extensions Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C Sublimit then in effect, (C) the Total CommitmentConsolidated GMF Exposure would exceed $2 billion 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 Total Domestic Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total Domestic Commitments then in effect and (ii) the Company shall be jointly and severally liable with respect to each Letter of Credit issued for the account of an Applicable Account Party (other than the Company). Each Letter of Credit shall (ix) be denominated in Dollars or any Optional Currency and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (xA) the date that is one year after the date of issuance of such Letter of Credit and (B) five Business Days prior to the Termination Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (B), unless and to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) or (2) continue past such date referred to in the foregoing clause (B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if 509265-1725-14038-Active.16362140 requested by the relevant Issuing Lender; provided, further, that, upon request of the Company and with the consent of the relevant Issuing Lender, a Letter of Credit may have a tenor of longer than one year so long as such Letter of Credit does not extend beyond the date referred to in clause (B) above (or, to the extent such Letter of Credit does extend beyond such date, it is in compliance with the parenthetical in clause (1) above). Any such Collateralization of a Letter of Credit provided by a Loan Party or Applicable Account Party, as applicable, with respect to a Letter of Credit, together with accrued interest or earnings thereon, shall be terminated and (yto the extent not applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the date which expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is 12 months after maintained, the accrued interest or earnings on such Collateralization shall be released to the Loan Party or Applicable Account Party, as applicable, at any time and from time to time upon its date of issuancerequest therefor. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The No Issuing Lender shall not at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender (or any other Lender Applicable Lending Office thereof) or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the 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 ("“Letters of Credit"”) ------------- ----------------- for the account of the Borrower on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations Exposure would exceed $30,000,000 or (ii) either the Total Extensions of Credit would exceed L/C Commitments or the Total CommitmentAvailable Revolving Commitments at such time. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for or, in the account sole discretion of the BorrowerIssuing Lender with respect to any particular Letter of Credit, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrowera Foreign Currency, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the Termination Date first anniversary of its date of issuance and (y) the Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date which is 12 months after its date referred to in clause (y) above). For the avoidance of issuancedoubt, no commercial letters of credit shall be issued by the Issuing Lender to any Person under this Agreement. For purposes of this Agreement, the stated amount of any Letter of Credit issued in a Foreign Currency shall be converted into Dollars from time to time by the Issuing Lender and upon any drawing under such Letter of Credit. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any other L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied (which notice shall contain a description of any such condition asserted not to be satisfied); (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $100,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (ai) Prior to the Closing Date, the Existing Issuing Bank has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. (ii) Subject to the terms and conditions -------------- hereofhereof (including satisfaction of the conditions precedent set forth in Sections 5.1 (on the Closing Date) and 5.2 (upon the issuance of each Letter of Credit)), each Issuing LenderBank, in reliance on the agreements of the other Lenders Banks set forth in Section 3.4(a2.5(d), agrees to issue standby letters of credit ("together with the Existing Letters of Credit", the “Letters of Credit”) ------------- ----------------- for the account of the Borrower in support of obligations (including performance, bid and similar bonding obligations and credit enhancement) of the Borrower and its Affiliates on any Business Day on or after the Closing Date and prior to the Termination Date in such form as may be approved from time to time by such Issuing LenderBank; provided that no Issuing Lender -------- Bank shall not issue any Letter of Credit if, after giving effect to such issuance, either (iA) the L/C Obligations would exceed $30,000,000 the L/C Commitment or (iiB) the Total Outstanding Extensions of Credit then outstanding would exceed the Total Commitment. Commitments then in effect and provided, further, that (i) JPMorgan Chase Bank, N.A. shall not be required, without its consent, to issue Letters of Credit in excess of $60,000,000 at any time outstanding and (ii) The Royal Bank of Scotland plc shall not be required, without its consent, to issue Letters of Credit in excess of $15,000,000 at any time outstanding. (iii) Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs to support obligations of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower its Affiliates, contingent or otherwise, and (ii) expire no later than the earlier of (x) the Termination Date and (y) the date which is 12 months after its date of issuanceMaturity Date. (biv) Each Letter of Credit No Issuing Bank shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any other Lender L/C Participant to exceed any limits imposed on such Issuing Bank by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the 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 ("Letters of Credit") ------------- ----------------- Credit for the account of the US Borrower on any Business Day from the Closing Date to but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that the Issuing Lender -------- shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (i) based upon the Dollar Amount of all outstanding Loans and L/C Obligations, the aggregate amount of all outstanding L/C Obligations would exceed $30,000,000 the lesser of (a) the L/C Commitment or (iib) the Total Extensions Revolving Credit Commitment less the aggregate principal amount of Credit would exceed the Total Commitmentall outstanding Loans. Each Letter of Credit (other than the Existing Letters of Credit) shall (i) be denominated in Dollars and shall in a minimum amount of $30,000 or a lesser amount acceptable to the Issuing Lender, (ii) be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial trade letter of credit issued for the account to support obligations of the US Borrower in respect of the purchase of goods or services by the Borrower and/or any of its Subsidiaries, contingent or otherwise, incurred in the Subsidiaries ordinary course of the Borrower and business, (iiiii) expire on a date no later than the earlier of (xA) five (5) Business Days prior to the Termination Revolving Credit Maturity Date and (yB) the date which is 12 months one year after its date of issuance. , and (biv) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. (c) North Carolina. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. 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 other Lender L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.