Common use of L/C Commitment Clause in Contracts

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank agrees to issue or amend letters of credit (including Letters of Credit payable by acceptance of a Time Draft as described in subsection 3.9) (“Letters of Credit”, which shall include the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder) for the account of the Company on any Business Day during the Commitment Period in such form as shall be reasonably acceptable to such Issuing Bank; provided that no Letter of Credit shall be issued or amended if, after giving effect thereto (i) the aggregate amount of the Revolving Exposures would exceed the aggregate amount of the Commitments, (ii) the aggregate US Dollar Equivalent Amount of the L/C Obligations would exceed $50,000,000, (iii) the aggregate US Dollar Equivalent Amount of the L/C Obligations attributable to Letters of Credit issued by any Issuing Bank would exceed the L/C Commitment of such Issuing Bank (unless such Issuing Bank shall have agreed to issue one or more Letters of Credit that would result in such an excess), (iv) the aggregate US Dollar Equivalent Amount of L/C Obligations in respect of Standby Letters of Credit would exceed $25,000,000, (v) the aggregate amount of the Available Foreign Currency Exposure would exceed the Available Foreign Currency Exposure Cap or (vi) in the event an Extension Permitted Amendment shall have become effective as provided in subsection 2.15, the portion of the L/C Obligations attributable to Letters of Credit expiring after the Maturity Date in effect prior to such Extension Permitted Amendment shall not exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank Bank, in reliance on the agreements of the other Lenders set forth in subsection 3.9(a), agrees to issue or amend letters of credit (including Letters of Credit payable by acceptance of a Time Draft as described in subsection 3.9) (“"Letters of Credit”, which shall include the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder") for the account of the Company Borrower on any Business Day during the Revolving Credit Commitment Period in such form as shall may be reasonably acceptable approved from time to time by such Issuing Bank; provided that no Issuing Bank shall have any obligation to issue any Letter of Credit shall be issued or amended if, after giving effect thereto to such issuance, (i) the aggregate amount L/C Obligations at such time would exceed the L/C Commitment, (ii) the Standby Letter of Credit Outstandings at such time would exceed $100,000,000, (iii) the Aggregate Revolving Exposures Credit Outstandings at such time would exceed the aggregate amount of the CommitmentsRevolving Credit Commitments at such time, (iiiv) in the aggregate US Dollar Equivalent Amount case of the L/C Obligations would exceed $50,000,000, (iii) the aggregate US Dollar Equivalent Amount of the L/C Obligations attributable to Letters of Credit issued by any Issuing Bank would exceed in currencies other than Dollars only, the L/C Commitment of such Issuing Bank (unless such Issuing Bank shall have agreed to issue one or more Letters of Credit that would result in such an excess), (iv) the aggregate US Dollar Equivalent Amount of L/C Obligations in respect of Standby Letters of Credit issued in currencies other than Dollars would exceed $25,000,000, the Foreign L/C Commitment Sublimit at such time or (v) the aggregate amount Aggregate Outstanding Extensions of Credit at such time would exceed (x) the Borrowing Base at such time or (y) if applicable, the Interim Maximum Amount. (b) Each Letter of Credit shall: (i) be denominated in Dollars or such other currency that as of the Available Foreign Currency Exposure would exceed the Available Foreign Currency Exposure Cap or (vi) date of issuance thereof is in the event an Extension Permitted Amendment reasonable judgment of the relevant Issuing Bank (which shall have become effective as provided in subsection 2.15, the portion of be binding on the L/C Obligations attributable Participants) freely convertible or exchangeable into Dollars as the Borrower, the relevant Issuing Bank and the Administrative Agent may from time to Letters time agree, and shall be either (A) a standby letter of credit issued to support obligations of the Borrower or a Subsidiary, contingent or otherwise (a "Standby Letter of Credit"), or (B) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Borrower and its Subsidiaries in the ordinary course of business (a "Trade Letter of Credit"), and (ii) expire no later than the earlier of (A) five Business Days prior to the Revolving Credit Termination Date and (B) one year after the date of issuance thereof, provided that, subject to clause (A) above, any Letter of Credit expiring after may, at the Maturity Date request of the Applicant as set forth in effect 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 issued such Letter of Credit 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 such Extension Permitted Amendment the expiry thereof. (c) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not exceed inconsistent therewith, the aggregate Commitments that have been extended to a date after the expiration date laws of the last State of New York. (d) No Issuing Bank shall at any time be obligated to issue any Letter of Credit hereunder if such Letters issuance would conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of CreditLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Bank Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue or amend standby and, if agreed to by the applicable Issuing Lender, commercial letters of credit (including Letters of Credit payable by acceptance of a Time Draft as described in subsection 3.9) (“"Letters of Credit”, which shall include the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder") for the account of the Company Borrower on any Business Day during the Letter of Credit Commitment Period (provided, that until the Total Term Loan Extensions of Credit equals the Total Term Loan Commitments, Letters of Credit shall not be available to the Borrower hereunder) in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall be reasonably acceptable have no obligation to such Issuing Bank; provided that no issue any Letter of Credit shall be issued or amended if, after giving effect thereto to such issuance, (i) the aggregate amount of the Revolving Exposures would exceed the aggregate amount of the Commitments, (ii) the aggregate US Dollar Equivalent Amount of the L/C Obligations would exceed $50,000,000, (iii) the aggregate US Dollar Equivalent Amount of the L/C Obligations attributable to Letters of Credit issued by any Issuing Bank would exceed the L/C Commitment of such Issuing Bank (unless such Issuing Bank shall have agreed to issue one or more Letters of Credit that would result in such an excess)Commitment, (iv) the aggregate US Dollar Equivalent Amount of L/C Obligations in respect of Standby Letters of Credit would exceed $25,000,000, (vii) the aggregate amount of the Available Foreign Currency Exposure Revolving Credit Commitments would be less than zero, (iii) if such issuance is prior to the Debt Service Availability Date, the Total Revolving Extensions of Credit would exceed an amount equal to the Available Foreign Currency Exposure Cap difference between (x) the Total Revolving Credit Commitments at such time and (y) $31,509,475 (or, during such times as the conditions set forth in Section 3.3.22 of the Disbursement Agreement have not been satisfied or waived, $36,509,475), (iv) if such issuance is during the Additional Completion Period, the Total Revolving Extensions of Credit would exceed an amount equal to the difference between (x) the Total Revolving Credit Commitments at such time and (y) $3,000,000 (or, during such times as the conditions set forth in Section 3.3.22 of the Disbursement Agreement have not been satisfied or waived, $8,000,000) or (viv) if such issuance is during such times as the conditions set forth in Section 3.3.22 of the Disbursement Agreement have not been satisfied or waived, the Total Revolving Extensions of Credit would exceed an amount equal to the difference between (x) the Total Revolving Credit Commitments at such time and (y) $5,000,000. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the date which is one year after the date of issuance and (y) the date which is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit may provide for the extension of the expiry date thereof for additional one-year periods (which shall in no event an Extension Permitted Amendment shall have become effective as provided extend beyond the date referred to in subsection 2.15, the portion of the L/C Obligations attributable to Letters of Credit expiring after the Maturity Date in effect prior to such Extension Permitted Amendment shall not exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of Credit(y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank Lender, in reliance on the agreements of the Lenders set forth in Section 3.4(a), agrees to issue (or amend cause its Applicable Lending Office to issue) letters of credit and, with the consent of such Issuing Lender, letters of guarantee (including Letters of Credit payable by acceptance of each a Time Draft as described in subsection 3.9) (“Letters Letter of Credit”, which shall include ) under the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder) Domestic Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Company “Applicable Account Party”) on any Business Day during the Commitment Period of such Issuing Lender in such form as may be reasonable and customary for the purpose thereof; provided, that (i) no Applicable Account Party shall request, and no Issuing Lender shall be reasonably acceptable required to such Issuing Bank; provided that no issue (or cause its Applicable Lending Office to issue), any Letter of Credit shall be issued or amended if, after giving effect thereto to such issuance (iand to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the aggregate amount Dollar Equivalent of the Revolving Exposures would exceed the aggregate amount of the Commitments, (ii) the aggregate US Dollar Equivalent then Outstanding Amount of the L/C Obligations would exceed $50,000,000, (iii) the aggregate US Dollar Equivalent Amount of the L/C Obligations attributable to all Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Bank Lender’s L/C Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C Commitment Sublimit then in effect, (C) the Total Consolidated 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 (x) be denominated in Dollars or any Optional Currency and (y) expire no later than the earlier of (A) 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 Bank (unless such Issuing Bank shall have agreed to issue one or more Letters Lender then in effect; provided, that any Letter of Credit that would result 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 such an excessno 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 (iv2) continue past such date referred to in the aggregate US Dollar Equivalent Amount 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 (to the extent not applied to satisfy L/C Obligations in respect Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of Standby Letters such Letter of Credit would exceed $25,000,000and the reimbursement of any amount drawn thereunder; provided, (v) the aggregate amount of the Available Foreign Currency Exposure would exceed the Available Foreign Currency Exposure Cap or (vi) in the event an Extension Permitted Amendment shall have become effective that, so long as provided in subsection 2.15such 100% margin is maintained, the portion 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 request therefor. (b) No Issuing Lender shall at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of the Credit if such issuance would conflict with, or cause such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Obligations attributable Participant to Letters exceed any limits imposed by, any applicable Requirement of Credit expiring after the Maturity Date in effect prior to such Extension Permitted Amendment shall not exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of CreditLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue or amend letters of credit (including Letters of Credit payable by acceptance of a Time Draft as described in subsection 3.9) (“Letters of Credit”, which shall include the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder) for the account of the Company Borrower or for the account of Holdings or any of its Restricted Subsidiaries (in which case the Borrower and Holdings or such Restricted Subsidiary, as applicable, shall be co-applicants with respect to such Letter of Credit) on any Business Day during the Commitment Period period commencing on the Closing Date and ending on the date that is five (5) Business Days prior to the Revolving Termination Date in such form as shall may be reasonably acceptable approved from time to time by such Issuing BankLender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit shall be issued or amended if, after giving effect thereto to such issuance, (i) the aggregate amount of the Revolving Exposures would exceed the aggregate amount of the Commitments, (ii) the aggregate US Dollar Equivalent Amount of the L/C Obligations would exceed $50,000,000the L/C Commitment, (ii) any Revolving Lender is at such time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including reallocation of such Lender’s Revolving Percentage of the outstanding L/C Obligations pursuant to Section 2.27(a)(iv) or the delivery of Cash Collateral, satisfactory to such Issuing Lender with the Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.27(a)(iv)) with respect to such Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion, (iii) the aggregate US Dollar Equivalent Amount amount of the L/C Obligations attributable to Letters of Credit issued by any Issuing Bank Available Revolving Commitments would exceed the L/C Commitment of such Issuing Bank (unless such Issuing Bank shall have agreed to issue one be less than zero or more Letters of Credit that would result in such an excess), (iv) the aggregate US Dollar Equivalent Amount of outstanding L/C Obligations in respect of Standby Letters of Credit issued by such Issuing Lender would exceed $25,000,0007,500,000 less 20% of the outstanding L/C Obligations in respect of Existing Letters of Credit. The letters of credit issued, or deemed to be issued, pursuant to the Closing Date Indebtedness and set forth on Schedule 3.1(a) hereof (vthe “Existing Letters of Credit”) shall be deemed to be “Letters of Credit” issued on the Effective Date for all purposes of the Loan Documents. Each Letter of Credit shall expire no later than the earlier of (x) the aggregate amount first anniversary of its date of issuance unless otherwise agreed by the Available Foreign Currency Exposure would exceed Issuing Lender in its sole discretion and (y) the Available Foreign Currency Exposure Cap or date that is five Business Days prior to the Revolving Termination Date; provided that, if requested by the Borrower and acceptable to the applicable Issuing Lender, a Letter of Credit issued by such Issuing Lender may provide for the renewal thereof for additional one year periods containing an expiry date of more than twelve months after the date of issuance (viwhich shall in no event extend beyond the date referred to in clause (y) in above (unless, at least five Business Days prior to the event an Extension Permitted Amendment shall have become effective as provided in subsection 2.15then current expiry date, the portion of Borrower shall Cash Collateralize the L/C Obligations attributable with respect to Letters such Letter of Credit expiring after in an amount not less than the Maturity Date in effect prior Minimum Collateral Amount applicable to such Extension Permitted Amendment Letter of Credit)); provided, however, that (A) any such Letter of Credit shall permit such Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than at least 30 days (the “Nonrenewal Notice Date”) in each such twelve-month period at the time such Letter of Credit is issued and (B) such Issuing Lender shall not exceed permit such renewal if it has received notice on or before the aggregate Commitments date that have been extended to a date after is seven Business Days before the expiration date Nonrenewal Notice Date from the Administrative Agent that the Majority Facility Lenders in respect of the last Revolving Facility have elected not to permit such renewal. Each Letter of such Letters Credit shall be a standby letter of credit backing a performance or monetary obligation of the Borrower or any of its Subsidiaries (each a “Standby Letter of Credit”). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Bank Lender, in reliance on the agreements of the other Revolving Lenders set forth in subsection 5.4(a), agrees to issue or amend letters of credit (including Letters of Credit payable by acceptance of a Time Draft as described in subsection 3.9) (“Letters of Credit”, which shall include the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder) for the account of the Company Borrower on any Business Day during the Commitment Period in such form as shall may be reasonably acceptable approved from time to such time by the Issuing BankLender; provided that no the Issuing Lender shall not issue any Letter of Credit shall be issued or amended if, after giving effect thereto to such issuance, (i) the aggregate amount of the Revolving Exposures would exceed the aggregate amount of the Commitments, (ii) the aggregate US Dollar Equivalent Amount of the L/C Obligations would exceed $50,000,000the L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero, (iii) the aggregate US Dollar Equivalent Amount of the aggregate outstanding principal amount of Multicurrency Loans, Local Currency Loans and L/C Obligations attributable to Letters of Credit issued by denominated in any Issuing Bank currency other than Dollars would exceed the L/C Commitment of such Issuing Bank (unless such Issuing Bank shall have agreed to issue one Multicurrency Sublimit or more Letters of Credit that would result in such an excess), (iv) any Lender is at that time a Defaulting Lender, unless the aggregate US Dollar Equivalent Amount Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the Issuing Lender with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to subsection 2.19(a)(iv)) 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 in respect of Standby Letters as to which the Issuing Lender has actual or potential Fronting Exposure. Each Letter of Credit would exceed $25,000,000, shall (vi) the aggregate amount of the be denominated in Dollars or any Available Foreign Currency Exposure would exceed or any other currency acceptable to the Available Foreign Currency Exposure Cap or (vi) in the event an Extension Permitted Amendment shall have become effective as provided in subsection 2.15, the portion of the L/C Obligations attributable to Letters of Credit expiring after the Maturity Date in effect prior to such Extension Permitted Amendment shall not exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of Credit.Issuing Lender,

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank Lender, in reliance on the agreements of the other Lenders set forth in subsection 4.4(a), agrees to issue or amend standby letters of credit (including Letters of Credit payable by acceptance of a Time Draft as described in subsection 3.9) (“Letters of Credit”, which shall include the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder) for the account of the Company Borrower on any Business Day during the Commitment Period in such form as shall may be reasonably acceptable approved from time to such time by the applicable Issuing BankLender; provided that an Issuing Lender shall have no obligation to issue any Letter of Credit shall be issued or amended if, after giving effect thereto to such issuance, (i) the aggregate amount of the Revolving Exposures would exceed the aggregate amount of the Commitments, (ii) the aggregate US Dollar Equivalent Amount of the L/C Obligations would exceed $50,000,000the L/C Commitment, (ii) such Issuing Lender’s Revolving Extensions of Credit shall exceed its Revolving Credit Commitment or (iii) the aggregate US Dollar Equivalent Amount Aggregate Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the L/C Obligations attributable date that is one Business Day prior to the Termination Date, unless all the Lenders have approved the expiry date of such 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 by on the Closing Date for all purposes hereunder. (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Bank would exceed the Lender or any L/C Commitment Participant to exceed any limits imposed by, any applicable Requirement of such Issuing Bank (unless such Issuing Bank shall have agreed to issue one or more Letters of Credit that would result in such an excess), (iv) the aggregate US Dollar Equivalent Amount of L/C Obligations in respect of Standby Letters of Credit would exceed $25,000,000, (v) the aggregate amount of the Available Foreign Currency Exposure would exceed the Available Foreign Currency Exposure Cap or (vi) in the event an Extension Permitted Amendment shall have become effective as provided in subsection 2.15, the portion of the L/C Obligations attributable to Letters of Credit expiring after the Maturity Date in effect prior to such Extension Permitted Amendment shall not exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of CreditLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue or amend at the request of the Borrower letters of credit (including Letters of Credit payable by acceptance of each a Time Draft as described in subsection 3.9) (“Letters Letter of Credit”, which shall include the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder) for the account of the Company any Group Member on any Business Day during the Commitment Period in such form as shall may be reasonably acceptable approved from time to time by such Issuing BankLender; provided that no Letter of Credit shall be issued or amended if, after giving effect thereto (i) the aggregate Borrower shall not request, and no Issuing Lender shall be required to issue, any Letter of Credit if after giving effect to such issuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies issued by such Issuing Lender plus (y) the outstanding amount of the Revolving Exposures would exceed the aggregate amount of the Commitments, (ii) the aggregate US Dollar Equivalent Amount of the L/C Obligations would exceed $50,000,000, (iii) the aggregate US Dollar Equivalent Amount of the L/C Obligations attributable to all Letters of Credit issued by any such Issuing Bank Lender other than those denominated in Optional Currencies would exceed such Issuing Lender’s L/C Commitment then in effect, (B) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the outstanding amount of all Letters of Credit other than those denominated in Optional Currencies would exceed the L/C Commitment Sublimit then in effect, or (C) the sum of such Issuing Bank (unless such Issuing Bank shall have agreed to issue one or more x) 105% of the Dollar Equivalent of Letters of Credit that would result denominated in such an excess), Optional Currencies plus (ivy) the then Outstanding Amount of the Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the lesser of (A) the Total Commitments then in effect and (B) the Borrowing Base and (ii) the Borrower shall be a co-applicant, and jointly and severally liable with respect to, each Letter of Credit issued for the account of any other Group Member. Each Letter of Credit shall (x) be denominated in Dollars or, if agreed by the applicable Issuing Lender, any Optional Currency and (y) expire no later than the earlier of (A) the date that is one year after the date of issuance of such Letter of Credit and (B) thirty (30) days prior to the Termination Date then in effect; provided, that any Letter of Credit with a one-year tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause (B). If agreed by an Issuing Lender, Letters of Credit issued by such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) days prior to the Termination Date then in effect); provided that the Borrower shall not request the issuance of any such Letter of Credit if the aggregate US face amount of all such Letters of Credit outstanding on the date of such request and giving effect to the proposed issuance would exceed the Dollar Equivalent Amount of $3,000,000. (b) An Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C Obligations in respect Participant to exceed any limits imposed by, any applicable Requirement of Standby Letters of Credit would exceed $25,000,000, (v) the aggregate amount of the Available Foreign Currency Exposure would exceed the Available Foreign Currency Exposure Cap or (vi) in the event an Extension Permitted Amendment shall have become effective as provided in subsection 2.15, the portion of the L/C Obligations attributable to Letters of Credit expiring after the Maturity Date in effect prior to such Extension Permitted Amendment shall not exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of CreditLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue or amend letters of credit (including Letters of Credit payable by acceptance of a Time Draft as described in subsection 3.9) (“Letters of Credit”, which shall include the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder) for the account of the Company Borrower or for the account of Holdings or any of its Restricted Subsidiaries (in which case the Borrower and Holdings or such Restricted Subsidiary, as applicable, shall be co-applicants with respect to such Letter of Credit) on any Business Day during the Commitment Period period commencing on the Closing Date and ending on the date that is five (5) Business Days prior to the Revolving Termination Date in such form as shall may be reasonably acceptable approved from time to time by such Issuing BankLender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit shall be issued or amended if, after giving effect thereto to such issuance, (i) the aggregate amount of the Revolving Exposures would exceed the aggregate amount of the Commitments, (ii) the aggregate US Dollar Equivalent Amount of the L/C Obligations would exceed $50,000,000the L/C Commitment, (ii) any Revolving Lender is at such time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including reallocation of such Lender’s Revolving Percentage of the outstanding L/C Obligations pursuant to Section 2.27(a)(iv) or the delivery of Cash Collateral, satisfactory to such Issuing Lender with the Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.27(a)(iv)) with respect to such Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion, (iii) the aggregate US Dollar Equivalent Amount amount of the L/C Obligations attributable to Letters of Credit issued by any Issuing Bank Available Revolving Commitments would exceed the L/C Commitment of such Issuing Bank (unless such Issuing Bank shall have agreed to issue one be less than zero or more Letters of Credit that would result in such an excess), (iv) the aggregate US Dollar Equivalent Amount of outstanding L/C Obligations in respect of Standby Letters of Credit issued by such Issuing Lender would exceed $25,000,0008,750,000 less one-quarter of the Outstanding L/C Obligations in respect of Existing Letters of Credit. The letters of credit issued, or deemed to be issued, pursuant to the Closing Date Indebtedness and set forth on Schedule 3.1(a) hereof (vthe “Existing Letters of Credit”) shall be deemed to be “Letters of Credit” issued on the Effective Date for all purposes of the Loan Documents. Each Letter of Credit shall expire no later than the earlier of (x) the aggregate amount first anniversary of its date of issuance unless otherwise agreed by the Available Foreign Currency Exposure would exceed Issuing Lender in its sole discretion and (y) the Available Foreign Currency Exposure Cap or date that is five Business Days prior to the Revolving Termination Date; provided that, if requested by the Borrower and acceptable to the applicable Issuing Lender, a Letter of Credit issued by such Issuing Lender may provide for the renewal thereof for additional one year periods containing an expiry date of more than twelve months after the date of issuance (viwhich shall in no event extend beyond the date referred to in clause (y) in above (unless, at least five Business Days prior to the event an Extension Permitted Amendment shall have become effective as provided in subsection 2.15then current expiry date, the portion of Borrower shall Cash Collateralize the L/C Obligations attributable with respect to Letters such Letter of Credit expiring after in an amount not less than the Maturity Date in effect prior Minimum Collateral Amount applicable to such Extension Permitted Amendment Letter of Credit)); provided, however, that (A) any such Letter of Credit shall permit such Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than at least 30 days (the “Nonrenewal Notice Date”) in each such twelve-month period at the time such Letter of Credit is issued and (B) such Issuing Lender shall not exceed permit such renewal if it has received notice on or before the aggregate Commitments date that have been extended to a date after is seven Business Days before the expiration date Nonrenewal Notice Date from the Administrative Agent that the Majority Facility Lenders in respect of the last Revolving Facility have elected not to permit such renewal. Each Letter of such Letters Credit shall be a standby letter of credit backing a performance or monetary obligation of the Borrower or any of its Subsidiaries (each a “Standby Letter of Credit”). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank Lender, in reliance on the agreements of the Lenders set forth in Section 3.4(a), agrees to issue or amend letters of credit and, with the consent of such Issuing Lender, letters of guarantee (including Letters of Credit payable by acceptance of each a Time Draft as described in subsection 3.9) (“Letters Letter of Credit”, which shall include ) under the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder) Domestic Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Company “Applicable Account Party”) on any Business Day during the Commitment Period of such Issuing Lender in such form as may be reasonable and customary for the purpose thereof; provided, that (i) no Applicable Account Party shall request, and no Issuing Lender shall be reasonably acceptable required to such Issuing Bank; provided that no issue, any Letter of Credit shall be issued or amended if, after giving effect thereto to such issuance (iand to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the aggregate amount Dollar Equivalent of the Revolving Exposures would exceed the aggregate amount of the Commitments, (ii) the aggregate US Dollar Equivalent then Outstanding Amount of the L/C Obligations would exceed $50,000,000, (iii) the aggregate US Dollar Equivalent Amount of the L/C Obligations attributable to all Letters of Credit issued by any such Issuing Bank Lender would exceed such Issuing Lender's L/C Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C Commitment Sublimit then in effect, (C) prior to the Collateral Release Date, the Dollar Equivalent of the then Outstanding Amount of Covered Debt would exceed the Borrowing Base at such date or (D) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the 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 (x) be denominated in Dollars or any Optional Currency and (y) expire no later than the earlier of (A) 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 Bank (unless such Issuing Bank shall have agreed to issue one or more Letters Lender then in effect; provided, that any Letter of Credit that would result 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 such an excessno 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 (iv2) continue past such date referred to in the aggregate US Dollar Equivalent Amount 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 requested by the relevant Issuing Lender. 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 (to the extent not applied to satisfy L/C Obligations in respect Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of Standby Letters such Letter of Credit would exceed $25,000,000and the reimbursement of any amount drawn thereunder; provided, (v) the aggregate amount of the Available Foreign Currency Exposure would exceed the Available Foreign Currency Exposure Cap or (vi) in the event an Extension Permitted Amendment shall have become effective that, so long as provided in subsection 2.15such 100% margin is maintained, the portion 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 request therefor. (b) No Issuing Lender shall at any time be obligated to issue any Letter of the Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Obligations attributable Participant to Letters exceed any limits imposed by, any applicable Requirement of Credit expiring after the Maturity Date in effect prior to such Extension Permitted Amendment shall not exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of CreditLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(a), agrees to continue under this Agreement for the account of the Parent Borrower the Existing Letters of Credit issued by it prior to the Fifth Amendment Effective Date (the “Existing Letters of Credit”) and to issue or amend letters of credit (including the letters of credit issued on and after the ClosingFifth Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit payable by acceptance of a Time Draft as described in subsection 3.9) (Credit, collectively, the “Letters of Credit”, which shall include the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder) for the account of the Company applicable Borrower or (if required by the applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Restricted Subsidiary on any Business Day during the Commitment Period but in no event later than the 5th day prior to the Termination Date in such form as shall may be reasonably acceptable approved from time to such time by the Issuing BankLender; provided that no Letter of Credit shall be issued or amended if, after giving effect thereto to such issuance, (i) the aggregate amount Extensions of Credit to the Revolving Exposures Borrowers would exceed the aggregate amount applicable limitations set forth in Subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the Commitmentsthen outstanding Revolving Credit Loans in any Designated Foreign Currency on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)), (ii) the aggregate US Dollar Equivalent Amount of the L/C Obligations would exceed $50,000,000, (iii) the aggregate US Dollar Equivalent Amount of the L/C Obligations attributable to Letters of Credit issued by any Issuing Bank would exceed the L/C Commitment of such Issuing Bank (unless such Issuing Bank shall have agreed to issue one or more Letters of Credit that would result in such an excess), (iv) the aggregate US Dollar Equivalent Amount of L/C Obligations in respect of Standby Letters of Credit would exceed $25,000,00050,000,000 or, (viii) the aggregate amount of all Letters of Credit issued by each Issuing Lender and outstanding at any time shall not exceed at any time such Issuing Lender’s L/C Sublimit or (iv) the Available Foreign Currency Exposure Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Available Commitments of all the Revolving Credit Lenders then in effect. (b) Each Letter of Credit shall be denominated in Dollars or any other Designated Foreign Currency Exposure Cap requested by the Borrower Representative and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower and its Restricted Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”), or (viii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower or any of its Restricted Subsidiaries in the event an Extension Permitted Amendment shall have become effective as ordinary course of business (a “Commercial L/C”), and unless otherwise agreed by the Administrative Agent expire no later than the earlier of (A) one year after its date of issuance and (B) the 5th Business Day prior to the Termination Date; provided in subsection 2.15that, the portion 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. (c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Obligations attributable 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 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 deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit expiring after issued hereunder shall be denominated in Dollars or in the Maturity Date in effect prior to such Extension Permitted Amendment respective Designated Foreign Currency requested by the Borrower Representative and shall not exceed be issued for the aggregate Commitments that have been extended to a date after the expiration date account of the last of such Letters of Creditapplicable Borrower or (if required by the applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Restricted Subsidiary.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue or amend at the request of the Borrower letters of credit (including Letters of Credit payable by acceptance of each a Time Draft as described in subsection 3.9) (“Letters Letter of Credit”, which shall include the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder) for the account of the Company any Group Member on any Business Day during the Commitment Period in such form as shall may be reasonably acceptable approved from time to time by such Issuing BankLender; provided that no Letter of Credit shall be issued or amended if, after giving effect thereto (i) the aggregate Borrower shall not request, and no Issuing Lender shall be required to issue, any Letter of Credit if after giving effect to such issuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in OptionalL/C Foreign Currencies issued by such Issuing Lender plus (y) the outstanding amount of the Revolving Exposures would exceed the aggregate amount of the Commitments, (ii) the aggregate US Dollar Equivalent Amount of the L/C Obligations would exceed $50,000,000, (iii) the aggregate US Dollar Equivalent Amount of the L/C Obligations attributable to all Letters of Credit issued by any such Issuing Bank Lender other than those denominated in OptionalL/C Foreign Currencies would exceed such Issuing Lender’s L/C Commitment then in effect, (B) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in OptionalL/C Foreign Currencies plus (y) the outstanding amount of all Letters of Credit other than those denominated in OptionalL/C Foreign Currencies would exceed the L/C Commitment Sublimit then in effect, or (C) the sum of such Issuing Bank (unless such Issuing Bank shall have agreed to issue one or more x) 105% of the Dollar Equivalent of Letters of Credit that would result denominated in such an excess), OptionalL/C Foreign Currencies plus (ivy) the then Outstanding Aamount of the Extensions of Credit other than Letters of Credit denominated in OptionalL/C Foreign Currencies would exceed the lesser of (AI) the Total Commitments then in effect and (BII) the Borrowing Base and (ii) the Borrower shall be a co-applicant, and jointly and severally liable with respect to, each Letter of Credit issued for the account of any other Group Member. Each Letter of Credit shall (x) be denominated in Dollars or, if agreed by the applicable Issuing Lender, any OptionalL/C Foreign Currency and (y) expire no later than the earlier of (A) the date that is one year after the date of issuance of such Letter of Credit and (B) thirty (30) days prior to the Termination Date then in effect; provided, that any Letter of Credit with a one-year tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause (B). If agreed by an Issuing Lender, Letters of Credit issued by such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) days prior to the Termination Date then in effect); provided that the Borrower shall not request the issuance of any such Letter of Credit if the aggregate US face amount of all such Letters of Credit outstanding on the date of such request and giving effect to the proposed issuance would exceed the Dollar Equivalent Amount of $10,000,000. (b) An Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C Obligations in respect Participant to exceed any limits imposed by, any applicable Requirement of Standby Letters of Credit would exceed $25,000,000, (v) the aggregate amount of the Available Foreign Currency Exposure would exceed the Available Foreign Currency Exposure Cap or (vi) in the event an Extension Permitted Amendment shall have become effective as provided in subsection 2.15, the portion of the L/C Obligations attributable to Letters of Credit expiring after the Maturity Date in effect prior to such Extension Permitted Amendment shall not exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of CreditLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank Lender, in reliance on the agreements of the L/C Tranche Lenders set forth in Section 3.4(a), agrees to issue or amend letters of credit and bank guarantees (including Letters of Credit payable by acceptance of each a Time Draft as described in subsection 3.9) (“Letters Letter of Credit”, which shall include ) under the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder) L/C Tranche Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Company “Applicable Account Party”) on any Business Day during the Commitment Period of such Issuing Lender in such form as may be reasonable and customary for the purpose thereof; provided, that (i) 509265-1725-11432-13209999 no Applicable Account Party shall request, and no Issuing Lender shall be reasonably acceptable required to such Issuing Bank; provided that no issue, any Letter of Credit shall be issued or amended if, after giving effect thereto to such issuance (iand to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the aggregate amount Dollar Equivalent of the Revolving Exposures would exceed the aggregate amount of the Commitments, (ii) the aggregate US Dollar Equivalent then Outstanding Amount of the L/C Obligations would exceed $50,000,000, (iii) the aggregate US Dollar Equivalent Amount of the L/C Obligations attributable to all Letters of Credit issued by any such Issuing Bank Lender would exceed the such Issuing Lender's L/C Issuing Commitment of such Issuing Bank (unless such Issuing Bank shall have agreed to issue one or more Letters of Credit that would result then in such an excess)effect, (ivB) the aggregate US Dollar Equivalent Amount of Total L/C Obligations in respect of Standby Letters Tranche Extensions of Credit would exceed $25,000,000the Total L/C Tranche Commitment then in effect, (vC) prior to the Collateral Release Date, the Dollar Equivalent of the then Outstanding Amount of Covered Debt would exceed the Borrowing Base at such date, (D) the aggregate amount of the Available Foreign Currency Total Consolidated GMF Exposure would exceed the Available Foreign Currency Exposure Cap $4 billion or (viE) in the event an Extension Permitted Amendment shall have become effective as provided in subsection 2.15, the portion 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 L/C Obligations attributable to Tranche Extensions of Credit other than Letters of Credit expiring denominated in Optional Currencies would exceed the Total L/C Tranche 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 (x) be denominated in Dollars or any Optional Currency and (y) expire no later than the earlier of (A) the date that is one year after the Maturity Date in effect date of issuance of such Letter of Credit and (B) five Business Days prior to the Termination Date of such Extension Permitted Amendment 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 not exceed in no event extend beyond the aggregate Commitments date referred to in foregoing clause (B), unless and to the extent that have been extended 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 requested by the relevant Issuing Lender. Any such Collateralization of a Letter of Credit provided by a Loan Party or Applicable Account Party, as applicable, with respect to a date Letter of Credit, together with accrued interest or earnings thereon, shall be terminated and (to 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 expiration date of the last or other termination of such Letters Letter of CreditCredit and the reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is 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 request therefor. (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank Lender, in reliance on the agreements of the L/C Tranche Lenders set forth in Section 3.4(a), agrees to issue (or amend cause its Applicable Lending Office to issue) letters of credit and bank guarantees (including Letters of Credit payable by acceptance of each a Time Draft as described in subsection 3.9) (“Letters Letter of Credit”, which shall include ) under the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder) L/C Tranche Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Company “Applicable Account Party”) on any Business Day during the Commitment Period of such Issuing Lender in such form as may be reasonable and customary for the purpose thereof; provided, that (i) no Applicable Account Party shall request, and no Issuing Lender shall be reasonably acceptable required to such Issuing Bank; provided that no issue (or cause its Applicable Lending Office to issue), any Letter of Credit shall be issued or amended if, after giving effect thereto to such issuance (iand to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the aggregate amount Dollar Equivalent of the Revolving Exposures would exceed the aggregate amount of the Commitments, (ii) the aggregate US Dollar Equivalent then Outstanding Amount of the L/C Obligations would exceed $50,000,000, (iii) the aggregate US Dollar Equivalent Amount of the L/C Obligations attributable to all Letters of Credit issued by such Issuing Lender (or any Issuing Bank Applicable Lending Office thereof) would exceed the such Issuing Lender’s L/C Issuing Commitment of such Issuing Bank (unless such Issuing Bank shall have agreed to issue one or more Letters of Credit that would result then in such an excess)effect, (ivB) the aggregate US Dollar Equivalent Amount of Total L/C Obligations in respect of Standby Letters Tranche Extensions of Credit would exceed $25,000,000the Total L/C Tranche Commitment then in effect, (vC) the aggregate amount of the Available Foreign Currency Total Consolidated GMF Exposure would exceed the Available Foreign Currency Exposure Cap $2 billion or (viD) in the event an Extension Permitted Amendment shall have become effective as provided in subsection 2.15, the portion 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 L/C Obligations attributable to Tranche Extensions of Credit other than Letters of Credit expiring denominated in Optional Currencies would exceed the Total L/C Tranche 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 (x) be denominated in Dollars or any Optional Currency and (y) expire no later than the earlier of (A) the date that is one year after the Maturity Date in effect date of issuance of such Letter of Credit and (B) five Business Days prior to the Termination Date of such Extension Permitted Amendment 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 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 exceed extend beyond the aggregate Commitments that have been extended 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 date Letter of Credit, together with accrued interest or earnings thereon, shall be terminated and (to 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 expiration date of the last or other termination of such Letters Letter of CreditCredit and the reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is 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 request therefor. (b) No Issuing Lender shall at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender (or any 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, each Issuing Bank Lender, in reliance on the agreements of the Lenders set forth in Section 3.4(a), agrees to issue (or amend cause its Applicable Lending Office to issue) letters of credit and, with the consent of such Issuing Lender, letters of guarantee (including Letters of Credit payable by acceptance of each a Time Draft as described in subsection 3.9) (“Letters Letter of Credit”, which shall include ) under the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder) Domestic Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Company “Applicable Account Party”) on any Business Day during the Commitment Period of such Issuing Lender in such form as may be reasonable and customary for the purpose thereof; provided, that (i) no Applicable Account Party shall request, and no Issuing Lender shall be reasonably acceptable required to such Issuing Bank; provided that no issue (or cause its Applicable Lending Office to issue), any Letter of Credit shall be issued or amended if, after giving effect thereto to such issuance (iand to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the aggregate amount Dollar Equivalent of the Revolving Exposures would exceed the aggregate amount of the Commitments, (ii) the aggregate US Dollar Equivalent then Outstanding Amount of the L/C Obligations would exceed $50,000,000, (iii) the aggregate US Dollar Equivalent Amount of the L/C Obligations attributable to all Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Bank Lender’s L/C Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C Commitment Sublimit then in effect, (C) the Total Consolidated 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 (x) be denominated in Dollars or any Optional Currency and (y) expire no later than the earlier of (A) 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 Bank (unless such Issuing Bank shall have agreed to issue one or more Letters Lender then in effect; provided, that any Letter of Credit that would result 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 such an excessno 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 (iv2) continue past such date referred to in the aggregate US Dollar Equivalent Amount 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 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 (to the extent not applied to satisfy L/C Obligations in respect Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of Standby Letters such Letter of Credit would exceed $25,000,000and the reimbursement of any amount drawn thereunder; provided, (v) the aggregate amount of the Available Foreign Currency Exposure would exceed the Available Foreign Currency Exposure Cap or (vi) in the event an Extension Permitted Amendment shall have become effective that, so long as provided in subsection 2.15such 100% margin is maintained, the portion 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 request therefor. (b) No Issuing Lender shall at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of the Credit if such issuance would conflict with, or cause such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Obligations attributable Participant to Letters exceed any limits imposed by, any applicable Requirement of Credit expiring after the Maturity Date in effect prior to such Extension Permitted Amendment shall not exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of CreditLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank Bank, in reliance on the agreements of the other Lenders set forth in subsection 3.9(a), agrees to issue or amend letters of credit (including Letters of Credit payable by acceptance of a Time Draft as described in subsection 3.9) (“"Letters of Credit”, which shall include the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder") for the account of the Company Borrower on any Business Day during the Revolving Credit Commitment Period in such form as shall may be reasonably acceptable approved from time to time by such Issuing Bank; provided that no Issuing Bank shall have any obligation to issue any Letter of Credit shall be issued or amended if, after giving effect thereto to such issuance, (i) the aggregate amount L/C Obligations at such time would exceed the L/C Commitment, (ii) the Standby Letter of Credit Outstandings at such time would exceed $125,000,000, (iii) the Aggregate Revolving Exposures Credit Outstandings at such time would exceed the aggregate amount of the CommitmentsRevolving Credit Commitments at such time, (iiiv) in the aggregate US Dollar Equivalent Amount case of the L/C Obligations would exceed $50,000,000, (iii) the aggregate US Dollar Equivalent Amount of the L/C Obligations attributable to Letters of Credit issued by any Issuing Bank would exceed in currencies other than Dollars only, the L/C Commitment of such Issuing Bank (unless such Issuing Bank shall have agreed to issue one or more Letters of Credit that would result in such an excess), (iv) the aggregate US Dollar Equivalent Amount of L/C Obligations in respect of Standby Letters of Credit issued in currencies other than Dollars would exceed $25,000,000the Foreign L/C Commitment Sublimit at such time, or (v) the aggregate amount Aggregate Outstanding Extensions of the Available Foreign Currency Exposure Credit at such time would exceed the Available Foreign Currency Exposure Cap Borrowing Base at such time. (b) Each Letter of Credit shall: (i) be denominated in Dollars or (vi) such other currency that as of the date of issuance thereof is in the event an Extension Permitted Amendment reasonable judgment of the relevant Issuing Bank (which shall have become effective as provided in subsection 2.15, the portion of be binding on the L/C Obligations attributable 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 (A) a standby letter of credit issued to support obligations of the Borrower or a Subsidiary, contingent or otherwise (a "Standby Letter of Credit"), or (B) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Borrower and its Subsidiaries in the ordinary course of business (a "Trade Letter of Credit"), and (ii) expire no later than the earlier of (A) 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 (B) 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 issued such Letter of Credit 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. (c) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the law of the Commonwealth of Massachusetts. (d) No Issuing Bank shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable 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 expiring after the Maturity Date in effect prior with Reimbursement Obligations attendant thereto issued pursuant to such Extension Permitted Amendment shall not exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of Creditand outstanding under this Agreement.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank Bank, in reliance on the agreements of the other Lenders set forth in Section 2.20(e), agrees to issue or amend letters of credit (including Letters of Credit payable by acceptance of a Time Draft as described in subsection 3.9) (“Letters of Credit”, which shall include the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder) for the account of the Company 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 Commitment Period Termination Date of such Issuing Bank in such form as shall may be reasonably acceptable approved from time to time by such Issuing Bank; provided that no Issuing Bank shall have any obligation to issue any Letter of Credit shall be issued or amended if, after giving effect thereto to such issuance, (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 $50,000,000 or such other amount (not to exceed, when added to the Letter of Credit commitments of all other Issuing Banks, the L/C Sublimit) 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 L/C Sublimit) 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 outstanding amount of L/C Obligations would exceed the L/C Sublimit or the aggregate principal amount of the Revolving Exposures Total Extensions of Credit would exceed the aggregate amount of the Commitments, (ii) the aggregate US Dollar Equivalent Amount of the L/C Obligations would exceed $50,000,000, or (iii) the aggregate US Dollar Equivalent Amount of the L/C Obligations attributable to Letters of Credit issued by any Issuing Bank would exceed the L/C Commitment of such Issuing Bank (unless such Issuing Bank shall have agreed to issue one or more Letters of Credit that would result in such an excess), (iv) the aggregate US Dollar Equivalent Amount of L/C Obligations in respect of Standby Letters of Credit would exceed $25,000,000, (v) the aggregate amount of the Available Foreign Currency Exposure would exceed the Available Foreign Currency Exposure Cap or (vi) in the event an Extension Permitted Amendment that the Commitment Termination Date shall have become effective as provided in subsection 2.15been extended pursuant to Section 2.21 with respect to some but not all of the Lenders, the portion of the L/C Obligations attributable to Letters of Credit expiring with expiry dates after any Existing Commitment Termination Date will exceed the Maturity Date in effect prior to such Extension Permitted Amendment shall not exceed portion of the aggregate Commitments that 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 (A) be denominated in Dollars, (B) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Bank) and (C) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the 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 shall in no event extend beyond the date referred to in clause (y) above). All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the expiration date Closing Date shall be subject to and governed by the terms and conditions hereof. It is agreed that the Borrower shall have the right from and after the Closing Date to request that any letter of credit issued by a Principal Issuing Bank pursuant to documentation other than this Agreement be deemed (at any time during the Commitment Period of such Principal Issuing Bank) to constitute a Letter of Credit issued under this Agreement, and, provided that all requirements of this Agreement that would then be applicable to the issuance of such letter of credit if it were then being newly issued as a Letter of Credit hereunder are satisfied (including the satisfaction of the last conditions precedent set forth in Section 4.2), and with the consent of the applicable Principal Issuing Bank, such Letters letter of Creditcredit shall be so deemed to constitute a Letter of Credit issued under this Agreement as fully as if it were then newly issued under this Agreement. The applicable Principal Issuing Bank shall provide the Administrative Agent with a copy of each such Letter of Credit in accordance with Section 2.20(b) below.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank Lender, in reliance on the agreements of the Lenders set forth in Section 3.4(a), agrees to issue (or amend cause its Applicable Lending Office to issue) letters of credit and, with the consent of such Issuing Lender, letters of guarantee (including Letters of Credit payable by acceptance of each a Time Draft as described in subsection 3.9) (“Letters Letter of Credit”, which shall include ) under the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder) Domestic Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Company “Applicable Account Party”) on any Business Day during the Commitment Period of such Issuing Lender in such form as may be reasonable and customary for the purpose thereof; provided, that (i) no Applicable Account Party shall request, and no Issuing Lender shall be reasonably acceptable required to such Issuing Bank; provided that no issue (or cause its Applicable Lending Office to issue), any Letter of Credit shall be issued or amended if, after giving effect thereto to such issuance (iand to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the aggregate amount Dollar Equivalent of the Revolving Exposures would exceed the aggregate amount of the Commitments, (ii) the aggregate US Dollar Equivalent then Outstanding Amount of the L/C Obligations would exceed $50,000,000, (iii) the aggregate US Dollar Equivalent Amount of the L/C Obligations attributable to all Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Bank Lender’s L/C Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C Commitment Sublimit then in effect, (C) the Total Consolidated GMF Exposure would exceed $3 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 (x) be denominated in Dollars or any Optional Currency and (y) expire no later than the earlier of (A) 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 Bank (unless such Issuing Bank shall have agreed to issue one or more Letters Lender then in effect; provided, that any Letter of Credit that would result 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 such an excessno 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 (iv2) continue past such date referred to in the aggregate US Dollar Equivalent Amount 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 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 (to the extent not applied to satisfy L/C Obligations in respect Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of Standby Letters such Letter of Credit would exceed $25,000,000and the reimbursement of any amount drawn thereunder; provided, (v) the aggregate amount of the Available Foreign Currency Exposure would exceed the Available Foreign Currency Exposure Cap or (vi) in the event an Extension Permitted Amendment shall have become effective that, so long as provided in subsection 2.15such 100% margin is maintained, the portion 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 request therefor. (b) No Issuing Lender shall at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of the Credit if such issuance would conflict with, or cause such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Obligations attributable Participant to Letters exceed any limits imposed by, any applicable Requirement of Credit expiring after the Maturity Date in effect prior to such Extension Permitted Amendment shall not exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of CreditLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank Lender, in reliance on the agreements of the L/C Tranche Lenders set forth in Section 3.4(a), agrees to issue (or amend cause its Applicable Lending Office to issue) letters of credit and bank guarantees (including Letters of Credit payable by acceptance of each a Time Draft as described in subsection 3.9) (“Letters Letter of Credit”, which shall include ) under the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder) L/C Tranche Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Company “Applicable Account Party”) on any Business Day during the Commitment Period of such Issuing Lender in such form as may be reasonable and customary for the purpose thereof; provided, that (i) no Applicable Account Party shall request, and no Issuing Lender shall be reasonably acceptable required to such Issuing Bank; provided that no issue (or cause its Applicable Lending Office to issue), any Letter of Credit shall be issued or amended if, after giving effect thereto to such issuance (iand to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the aggregate amount Dollar Equivalent of the Revolving Exposures would exceed the aggregate amount of the Commitments, (ii) the aggregate US Dollar Equivalent then Outstanding Amount of the L/C Obligations would exceed $50,000,000, (iii) the aggregate US Dollar Equivalent Amount of the L/C Obligations attributable to all Letters of Credit issued by such Issuing Lender (or any Issuing Bank Applicable Lending Office thereof) would exceed the such Issuing Lender’s L/C Issuing Commitment of such Issuing Bank (unless such Issuing Bank shall have agreed to issue one or more Letters of Credit that would result then in such an excess)effect, (ivB) the aggregate US Dollar Equivalent Amount of Total L/C Obligations in respect of Standby Letters Tranche Extensions of Credit would exceed $25,000,000the Total L/C Tranche Commitment then in effect, (vC) the aggregate amount of the Available Foreign Currency Total Consolidated GMF Exposure would exceed the Available Foreign Currency Exposure Cap $2 billion or (viD) in the event an Extension Permitted Amendment shall have become effective as provided in subsection 2.15, the portion 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 L/C Obligations attributable to Tranche Extensions of Credit other than Letters of Credit expiring denominated in Optional Currencies would exceed the Total L/C Tranche 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 (x) be denominated in Dollars or any Optional Currency and (y) expire no later than the earlier of (A) the date that is one year after the Maturity Date in effect date of issuance of such Letter of Credit and (B) five Business Days prior to the Termination Date of such Extension Permitted Amendment 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 509265-1725-14038-Active.16338633 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 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 exceed extend beyond the aggregate Commitments that have been extended 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 date Letter of Credit, together with accrued interest or earnings thereon, shall be terminated and (to 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 expiration date of the last or other termination of such Letters Letter of CreditCredit and the reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is 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 request therefor. (b) No Issuing Lender shall at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (ai) Subject to the terms and conditions hereof, each Issuing Bank agrees to issue or amend letters of credit (including Letters of Credit payable by acceptance of a Time Draft as described in subsection 3.94.9) (“Letters of Credit”, which shall include the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder) for the account of the Company on any Business Day during the Extended Tranche Commitment Period in such form as shall be reasonably acceptable to such Issuing Bank; provided provided, that no Letter of Credit shall be issued or amended if, after giving effect thereto (i) the aggregate amount of the Revolving Exposures Exposure would exceed the aggregate amount of the Commitments, (ii) the aggregate US Dollar Equivalent Amount amount of the Original Tranche Exposure would exceed the aggregate amount of the Original Tranche Commitments, (iii) the aggregate amount of the Extended Tranche Exposure would exceed the aggregate amount of the Extended Tranche Commitments, (iv) the sum of the aggregate outstanding amount of the Extended Tranche Loans and the aggregate amount of L/C Obligations attributable to Letters of Credit expiring after the Original Tranche Termination Date would exceed the aggregate amount of the Extended Tranche Commitments, (v) the aggregate amount of the L/C Obligations would exceed $50,000,000, 50,000,000 or (iiivi) the aggregate US Dollar Equivalent Amount of the L/C Obligations attributable to Letters of Credit issued by any Issuing Bank would exceed the L/C Commitment of such Issuing Bank (unless such Issuing Bank shall have agreed to issue one or more Letters of Credit that would result in such an excess), (iv) the aggregate US Dollar Equivalent Amount amount of L/C Obligations in respect of Standby Letters of Credit would exceed $25,000,000, (v) the aggregate amount of the Available Foreign Currency Exposure would exceed the Available Foreign Currency Exposure Cap or (vi) in the event an Extension Permitted Amendment shall have become effective as provided in subsection 2.15, the portion of the L/C Obligations attributable to Letters of Credit expiring after the Maturity Date in effect prior to such Extension Permitted Amendment shall not exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of Credit10,000,000.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank Bank, in reliance on the agreements of the other Lenders set forth in subsection 3.9(a), agrees to issue or amend letters of credit (including "Letters of Credit payable by acceptance of a Time Draft as described in subsection 3.9) (“Letters of 44 51 Credit”, which shall include the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder") for the account of the Company Borrower on any Business Day during the Revolving Credit Commitment Period in such form as shall may be reasonably acceptable approved from time to time by such Issuing Bank; provided that no Issuing Bank shall have any obligation to issue any Letter of Credit shall be issued or amended if, after giving effect thereto to such issuance, (i) the aggregate amount L/C Obligations at such time would exceed the L/C Commitment, (ii) the Standby Letter of Credit Outstandings at such time would exceed $125,000,000, (iii) the Aggregate Revolving Exposures Credit Outstandings at such time would exceed the aggregate amount of the CommitmentsRevolving Credit Commitments at such time, (iiiv) in the aggregate US Dollar Equivalent Amount case of the L/C Obligations would exceed $50,000,000, (iii) the aggregate US Dollar Equivalent Amount of the L/C Obligations attributable to Letters of Credit issued by any Issuing Bank would exceed in currencies other than Dollars only, the L/C Commitment of such Issuing Bank (unless such Issuing Bank shall have agreed to issue one or more Letters of Credit that would result in such an excess), (iv) the aggregate US Dollar Equivalent Amount of L/C Obligations in respect of Standby Letters of Credit issued in currencies other than Dollars would exceed $25,000,000the Foreign L/C Commitment Sublimit at such time, or (v) the aggregate amount Aggregate Outstanding Extensions of the Available Foreign Currency Exposure Credit at such time would exceed the Available Foreign Currency Exposure Cap Borrowing Base at such time. (b) Each Letter of Credit shall: (i) be denominated in Dollars or (vi) such other currency that as of the date of issuance thereof is in the event an Extension Permitted Amendment reasonable judgment of the relevant Issuing Bank (which shall have become effective as provided in subsection 2.15, the portion of be binding on the L/C Obligations attributable 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 (A) a standby letter of credit issued to support obligations of the Borrower or a Subsidiary, contingent or otherwise (a "Standby Letter of Credit"), or (B) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Borrower and its Subsidiaries in the ordinary course of business (a "Trade Letter of Credit"), and (ii) expire no later than the earlier of (A) five Business Days prior to the Termination Date and (B) one year after the date of issuance thereof, provided that, subject to clause (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 issued such Letter of Credit 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. (c) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the law of the State of New York. (d) No Issuing Bank shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (e) On the Effective Date, all letters of credit and the reimbursement obligations attendant thereto issued pursuant to or under any of the Previous Credit Agreements which are then outstanding shall be from and after such date deemed to be and become for all purposes Letters of Credit expiring after the Maturity Date in effect prior with Reimbursement Obligations attendant thereto issued pursuant to such Extension Permitted Amendment shall not exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of Creditand be outstanding under this Agreement.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue or amend at the request of the Borrower letters of credit (including Letters of Credit payable by acceptance of each a Time Draft as described in subsection 3.9) (“Letters Letter of Credit”, which shall include the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder) for the account of the Company any Group Member on any Business Day during the Commitment Period in such form as shall may be reasonably acceptable approved from time to time by such Issuing BankLender; provided that no Letter of Credit shall be issued or amended if, after giving effect thereto (i) the aggregate amount Borrower shall not request, and no Issuing Lender shall be required to issue, any Letter of Credit if after giving effect to such issuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the sum of (x) 105% of the Revolving Exposures would exceed the aggregate amount of the Commitments, (ii) the aggregate US Dollar Equivalent Amount of the Letters of Credit denominated in L/C Obligations would exceed $50,000,000, Foreign Currencies issued by such Issuing Lender plus (iiiy) the aggregate US Dollar Equivalent Amount outstanding amount of the L/C Obligations attributable to all Letters of Credit issued by any such Issuing Bank Lender other than those denominated in L/C Foreign Currencies would exceed such Issuing Lender’s L/C Commitment then in effect, (B) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies plus (y) the outstanding amount of all Letters of Credit other than those denominated in L/C Foreign Currencies would exceed the L/C Commitment Sublimit then in effect, or (C) the sum of such Issuing Bank (unless such Issuing Bank shall have agreed to issue one or more x) 105% of the Dollar Equivalent of Letters of Credit that would result denominated in such an excess), (iv) the aggregate US Dollar Equivalent Amount of L/C Obligations in respect Foreign Currencies plus (y) the amount of Standby the Extensions of Credit other than Letters of Credit would exceed $25,000,000, (v) the aggregate amount of the Available denominated in L/C Foreign Currency Exposure Currencies would exceed the Available Foreign Currency Exposure Cap or lesser of (viI) the Total Commitments then in effect and (II) the event an Extension Permitted Amendment Borrowing Base and (ii) the Borrower shall have become effective as provided be a co-applicant, and jointly and severally liable with respect to, each Letter of Credit issued for the account of any other Group Member. Each Letter of Credit shall (x) be denominated in subsection 2.15Dollars or, if agreed by the portion of the applicable Issuing Lender, any L/C Obligations attributable Foreign Currency and (y) expire no later than the earlier of (A) the date that is one year after the date of issuance of such Letter of Credit and (B) thirty (30) days prior to the Termination Date then in effect; provided, that any Letter of Credit with a one-year tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause (B). If agreed by an Issuing Lender, Letters of Credit expiring after the Maturity Date issued by such Issuing Lender may have an expiration date that exceeds one year (but in effect all events expires no later than thirty (30) days prior to such Extension Permitted Amendment the Termination Date then in effect); provided that the Borrower shall not exceed request the issuance of any such Letter of Credit if the aggregate Commitments that have been extended to a date after the expiration date face amount of the last of all such Letters of CreditCredit outstanding on the date of such request and giving effect to the proposed issuance would exceed the Dollar Equivalent of $10,000,000. (b) An Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.