LC Issuances. During the Revolving Facility Availability Period, the Borrower may request an LC Issuance at any time and from time to time to issue, for the account of the Borrower or any Subsidiary Guarantor, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in Dollars or any Designated Foreign Currency and in each case in such form as may be approved by such LC Issuer and the Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, # the LC Outstandings would exceed the LC Commitment Amount, # the Revolving Facility Exposure of any Lender would exceed such Lender’s Revolving Commitment, # the sum of # the Aggregate Revolving Facility Exposure and # the outstanding principal amount of Swing Loans, would exceed the Total Revolving Commitment, # the Borrower would be required to prepay Loans or cash collateralize Letters of Credit pursuant to [[Section 2.13(b) or (v)])]])] any Revolving Lender is at such time a Defaulting Lender hereunder, unless such LC Issuer has entered into arrangements satisfactory to such LC Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such LC Issuer’s actual or potential risk with respect to such Lender’s LC Participation. Subject to [Section 2.05(c)] below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of # one year from the date of issuance thereof, or # 30 Business Days prior to the Revolving Facility Termination Date. Letters of Credit listed on [Schedule 2.05] issued under the Existing Credit Agreement shall automatically be deemed to constitute and continue as Letters of Credit issued hereunder on the Closing Date.

LC Requests. Whenever the Borrower desires that a Letter of Credit be issued for its account or the account of any eligible LC Obligor, the Borrower shall give the Administrative Agent and the applicable LC Issuer written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) which, if in the form of written notice, shall be substantially in the form of [Exhibit B-44]4]] (each such request, a “LC Request”), or transmit by electronic communication (if arrangements for doing so have been approved by the applicable LC Issuer), prior to ​ (local time at the Notice Office) at least three Business Days (or such shorter period as may be reasonably acceptable to the relevant LC Issuer) prior to the proposed date of issuance (which shall be a Business Day), which LC Request shall include such supporting documents that such LC Issuer customarily requires in connection therewith (including, in the case of a Letter of Credit for an account party other than the Borrower, an application for, and if applicable a reimbursement agreement with respect to, such Letter of Credit). In the event of any inconsistency between any of the terms or provisions of any LC Document and the terms and

Immediately upon each LC Issuance, the LC Issuer of such Letter of Credit shall be deemed to have sold and transferred to each Revolving Lender with a Revolving Commitment, and each such Lender (each an “LC Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such LC Issuer, without recourse or warranty, an undivided interest and participation (an “LC Participation”), to the extent of such Lender’s Revolving Facility Percentage of the Stated Amount of such Letter of Credit in effect at such time of issuance, in such Letter of Credit, each substitute Letter of Credit, each drawing made thereunder, the obligations of any LC Obligor under this Agreement with respect thereto (although LC Fees relating thereto shall be payable directly to the Administrative Agent for the account of the Revolving Lenders as provided in [Section 2.11] and the LC Participants shall have no right to receive any portion of any fees of the nature contemplated by [Section 2.11] [(d) or (e)]), the obligations of any LC Obligor under any LC Documents pertaining thereto, and any security for, or guaranty pertaining to, any of the foregoing.

LC Exposure Determination. For all purposes of this Agreement, # the amount of a Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases (other than any such increase consisting of the reinstatement of an amount previously drawn thereunder and reimbursed), whether or not such maximum stated amount is in effect at the time of determination, and # if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of [Article 29(a)] of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. ​ (or such later version thereof as may be in effect at the applicable time) or Rule 3.13 or Rule 3.14 of the ISP or similar terms of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligations of the applicable Borrower and each Global Tranche Lender hereunder shall remain in full force and effect until the Issuing Banks and the Global Tranche Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit.

LC Exposure Reduction. In the event that on any Revaluation Date (after giving effect to the determination of the LC Exposure) the LC Exposure exceeds ​, the Borrower shall, within five (5) Business Days of receipt of notice from the Administrative Agent, reduce the LC Exposure (taking the Dollar Equivalent of any amounts in an Alternate Currency), in an aggregate amount sufficient to reduce such LC Exposure as of the date of such payment to an amount not to exceed ​ by cash collateralizing the LC Exposure (in accordance with [Section 2.06(j)]) or “backstopping” or replacing of such Letters of Credit, in each case, in an amount equal to 103% of such excess LC Exposure.

Conditions. The initial availability of any Incremental Revolving Facility Increase will be subject solely to the following conditions:

Conditions. As a condition precedent to the effectiveness of any Incremental Commitments, ​ shall deliver to the Administrative Agent and the Lenders # such information as may be requested pursuant to [[Section 4.01(a)(x), (ii)])]])] legal opinions of the type delivered on the Closing Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent and # a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party # certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and # certifying that, before and after giving effect to such increase, # the representations and warranties contained in [Article V] and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except # if a qualifier relating to materiality, Material Adverse Effect or other similar concept applies, such representation or warranty is true and correct in all respects, # to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and # that for purposes of this [Section 2.14], the representations and warranties contained in subsections [[(a) and (b) of Section 5.05]5]] shall be deemed to refer to the most recent statements furnished pursuant to [clauses [(a) and (b)])]], respectively, of [Section 6.01], # immediately after giving effect to such Incremental Commitments (assuming that such Incremental Commitments have been fully utilized), ​ is in compliance on a pro forma basis with the financial covenant set forth in [Section 7.05], and # no Default exists or will result from the borrowings to be made on the Increase Effective Date; provided that if such Incremental Commitments are being provided in connection with a Limited Conditionality Acquisition, such certificate shall provide that the above requirements in this [clause (iii)] were satisfied in accordance with [Section 1.10]. The Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to [Section 3.05]) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions. This grant of RSUs is conditioned on your # electronically accepting this grant on the website of the Plan recordkeeper (or in such other manner as the Corporation may establish or permit from time to time) and # opening and maintaining a brokerage account that is permitted for use with respect to awards granted under the Plan, in each case by the deadline established by the Corporation and/or set forth on the website of the Plan recordkeeper. By accepting this grant of RSUs, you will have confirmed your acceptance of all of the terms and conditions of this Agreement. If you do not accept this grant of RSUs by the applicable deadline, your grant will be cancelled.

Conditions. The availability of Incremental Facilities under this Agreement will be subject solely to the following conditions, subject, for the avoidance of doubt, to [Section 1.08], measured on the date of the initial borrowing under such Incremental Facility (or, with respect to # any Incremental Revolving Facility, the date commitments with respect thereto are received and # any Incremental Term Facility with a delayed draw feature, at the ​’s option, either the date commitments with respect thereto are received or the date and amount of actual funding thereof):

CONDITIONS. The effectiveness of this Business Financing Modification Agreement is conditioned upon payment of the Domestic Facility Fee, the EXIM Facility Fee and the Due Diligence Fee.