Common use of L/C Commitment Clause in Contracts

L/C Commitment. Subject to the terms and conditions hereof, the Applicable Issuing Party, in reliance on the agreements of the other Lenders set forth in Sections 3.4(a) and 3.8(b), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrowers on any Business Day during the Commitment Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable Issuing Party shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, the aggregate amount of the Available Commitments would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (a) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfied.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable each Issuing PartyLender, in reliance on the agreements of the other Lenders set forth in Sections Section 3.4(a) and 3.8(b), agrees to issue standby and commercial letters of credit (the letters of credit issued pursuant to this Section 3 and including each Existing Letter of Credit, collectively, the “Letters of Credit”) for the account of the Borrowers Borrower on any Business Day on or after the Effective Date and during the Commitment Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount Lender; provided, that each of Xxxxxxx Xxxxx Bank USA, Credit Suisse AG, New York Branch, Barclays Bank PLC and their respective Affiliates shall not be required to exceed at issue any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case commercial letters of Several Letters of Credit, substantially in the form of Exhibit Lcredit; provided further that such Applicable no Issuing Party Lender shall have no obligation to issue issue, amend or extend any Letter of Credit if, after giving effect to such issuance, amendment or extension, (i) the aggregate amount of L/C Obligations owed by the Borrower to any Issuing Lender shall exceed the amount of such Issuing Lender’s L/C Pro Rata Commitment (or such higher amount agreed upon in writing between the Borrower and such Issuing Lender), (ii) the L/C Obligations would exceed the L/C Commitment, (iii) the aggregate amount of the Available Commitments would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter or (iv) the Total Extensions of Credit that results in would exceed the aggregate outstanding principal amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof Senior Bond at any time (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided determined by the Collateral to all other ObligationsDesignated Agent). Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling and and, (ii) subject to the second paragraph of Section 3.2, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Termination Date (such fifth Business Day, the “Letter of Credit Expiration Date; provided that ”). (b) No Issuing Lender shall at any time be obligated to issue, amend or extend any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)hereunder if such issuance, so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower amendment or extension would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (a) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or Law, (ii) violate one or more policies of the Issuing Lender applicable to letters of credit generally or (iii) violate any Secured order, judgment, or decree of any Governmental Authority that, by its terms, purports to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any law applicable to such Issuing Lender. No Issuing Lender shall be under any obligation to issue, amend or extend any Letter of Credit on behalf that is not a standby Letter of Credit, unless otherwise agreed by such Issuing Lender. In the event there is a Defaulting Lender as of the date of any Borrower if (x) request for the then Borrowing Base issuance of a Letter of Credit, no Issuing Lender shall be required to issue or arrange for such Borrower would be less than such BorrowerLetter of Credit to the extent the Issuing Lender is not reasonably satisfied that the Defaulting Lender’s aggregate Secured L/C Obligations with respect to such Letter of Credit have been reallocated and/or cash collateralized pursuant to Section 2.20. (c) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to the issuance all such increases, whether or not such maximum stated amount is in effect at such time. (d) For all purposes of such Secured this Agreement, if on any date of determination, a Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II has expired by its terms but any amount may still be drawn thereunder by reason of the applicable Collateral Account Control Agreement. Prior operation of any rule of law or uniform practices to issuing which any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause Credit is subject (ii) including Rule 3.13 and Rule 3.14 of the preceding sentence ISP) or similar terms in the Letter of Credit itself that permit a drawing to be made under such Letter of Credit after the expiration thereof, such Letter of Credit shall be satisfieddeemed to be “outstanding” in the amount so remaining available to be drawn.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable each Issuing PartyLender, in reliance on the agreements of the other Lenders set forth in Sections Section 3.4(a) and 3.8(b), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrowers Borrower (and on behalf of the Borrower or any of its Subsidiaries or Joint Ventures) on any Business Day during the Commitment Period (i) in the case of Fronted Letters of Credit, in such customary form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such the Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable no Issuing Party Lender shall be obligated to issue commercial (as opposed to standby) Letters of Credit hereunder; provided further that an Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations with respect to Letters of Credit issued by such Issuing Lender then outstanding would exceed its L/C Commitment then in effect (in the case of this clause (i), without the consent of such Issuing Lender), (ii) the L/C Obligations would exceed the aggregate L/C Commitments then in effect, (iii) the aggregate amount of the Available Commitments would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in or (iv) the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit Availability would not result in the aggregate amount of the Available Commitments being be less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (iA) be denominated in Dollars or Pounds Sterling and (iiB) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to 364 days after the Termination Date; provided that (I) any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right ) and (II) at least 60 days prior to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date, Borrower shall, to the extent of the balance, replace outstanding Letters of Credit and/or deposit an amount equal to the Minimum Collateral Amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of a Subsidiary or Joint Venture inures to the benefit of the Borrower and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiary or joint venture. (ab) No Applicable The Issuing Party Lender shall not at any time be obligated to issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable the Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable each Issuing PartyLender, in reliance on the agreements of the other Lenders set forth in Sections Section 3.4(a) and 3.8(b), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrowers Borrower (and on behalf of the Borrower or any of its Subsidiaries or Joint Ventures) on any Business Day during the Commitment Period (i) in the case of Fronted Letters of Credit, in such customary form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable Issuing Party Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Issuing Lender Limit, (ii) the aggregate amount of the Available Commitments would be less than zero, (iii) the Borrowing Base Availability would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted or (iv) the L/C Obligations in respect of Letters of Credit that are Financial Letters of Credit would exceed the Financial Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsSublimit. Each Letter of Credit shall (iA) be denominated in Dollars or Pounds Sterling and (iiB) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to 364 days after the Termination Date; , provided (I) that any Letter of Credit with a one-year term an expiry date prior to the Termination Date may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (yB) above)) and (II) with respect to any Letter of Credit that expires on or after the date that is five Business Days prior to the Termination Date, so long as at least 60 days prior to the Issuing Lender Termination Date, the Borrower shall back-stop such Letter of Credit and/or deposit an amount in cash equal to 100% of the L/C Obligations in respect of such Letter of Credit has in a cash collateral account established with the right Administrative Agent for the benefit of the applicable Issuing Lender on terms and conditions satisfactory to refuse to extend the Administrative Agent and such Letter Issuing Lender. The Borrower hereby acknowledges that the issuance of Letters of Credit if at for the account of a Subsidiary or Joint Venture inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of each such Subsidiary or Joint Venture. From time to time and upon reasonable request therefor, (i) each Issuing Lender shall confirm to the Administrative Agent the L/C Exposure in respect of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter Letters of Credit may have an expiration date up issued by it and its portion of the L/C Commitment and (ii) the Administrative Agent shall confirm to 364 days after each Issuing Lender the Termination Dateaggregate amount of Available Commitments. For the avoidance of doubt, in no event shall the sum of the Issuing Lenders’ respective portions of the L/C Commitment exceed the L/C Commitment. (ab) No Applicable Issuing Party Lender shall at any time be obligated to issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable any Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable each U.S. Issuing PartyLender, in reliance on the agreements of the other Lenders U.S. L/C Participants set forth in Sections 3.4(a) and 3.8(bSection 3.10(a), agrees to issue documentary or standby letters of credit (“U.S. Letters of Credit”) for the account of the Borrowers U.S. Borrower on any Business Day during the Revolving Commitment Period (i) in for the case of Fronted Letters of Credit, U.S. Revolving Facility in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such U.S. Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable no U.S. Issuing Party Lender shall have no any obligation to issue any U.S. Letter of Credit if, after giving effect to such issuance, (i) the U.S. L/C Obligations would exceed the U.S. L/C Sub Commitment or (ii) the aggregate amount of the Available U.S. Revolving Commitments of all U.S. Revolving Lenders would be less than zero andzero. On the Closing Date, provided, further, that, if any Issuing Lender shall issue any Fronted Letter the Existing Letters of Credit that results in will automatically, without any action on the aggregate amount part of any Person, be deemed to be U.S. Letters of Credit issued hereunder for the account of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance U.S. Borrower for all purposes of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero this Agreement and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsLoan Documents. Each U.S. Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance, (y) the date which is five Business Days prior to the latest Revolving Termination Date of the U.S. Revolving Facility; provided that any U.S. 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 or Pounds Sterling (z) below) and (z) unless the U.S. Borrower has made arrangements satisfactory to the U.S. Issuing Lender (including to cash collateralize the applicable portion of such U.S. Letter of Credit or provide an undertaking to maintain sufficient available Replacement Revolving Commitments), the earliest Revolving Termination Date of any U.S. Revolving Commitment then in effect. (b) On each Revolving Termination Date for any U.S. Revolving Credit Commitment (and without any further action), and so long as any Replacement Revolving Commitments under the U.S. Revolving Facility shall not have terminated at or prior to such time, the participations in U.S. L/C Obligations in respect of all outstanding U.S. Letters of Credit shall be reallocated among the Replacement Revolving Lenders in accordance with their U.S. Revolving Credit Percentages as of such date (after giving effect to the termination of the applicable U.S. Revolving Commitments on such Revolving Termination Date) and the Lenders that hold U.S. Revolving Credit Commitments terminating on such Revolving Termination Date shall be released from their L/C Participations in respect of such outstanding U.S. Letters of Credit. (c) Subject to the terms and conditions hereof, each Canadian Issuing Lender, in reliance on the agreements of the Canadian L/C Participants set forth in Section 3.10(d), agrees to issue documentary or standby letters of credit (“Canadian Letters of Credit”) for the account of the Canadian Borrower or the U.S. Borrower on any Business Day during the Revolving Commitment Period for the Canadian Revolving Facility in such form as may be approved from time to time by such Canadian Issuing Lender; provided, that no Canadian Issuing Lender shall have any obligation to issue any Canadian Letter of Credit if, after giving effect to such issuance, (i) the Canadian L/C Obligations would exceed the Canadian L/C Sub Commitment or (ii) the aggregate amount of the Available Canadian Revolving Commitments of all Canadian Revolving Lenders would be less than zero. Each Canadian Letter of Credit shall (i) be denominated in Canadian Dollars or Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the latest Revolving Termination DateDate of the Canadian Revolving Facility; provided that any Canadian Letter of Credit with a one-one year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-one year periods (which shall in no event extend beyond the date referred to in clause (y) aboveabove or (z) below) and (z) unless the Canadian Borrower or the U.S. Borrower has made arrangements satisfactory to the Canadian Issuing Lender (including to cash collateralize the applicable portion of such Canadian Letter of Credit or provide an undertaking to maintain sufficient available Replacement Revolving Commitments), the earliest Revolving Termination Date of any Canadian Revolving Commitment then in effect. (d) On each Revolving Termination Date for any Canadian Revolving Credit Commitments (and without any further action), and so long as any Replacement Revolving Commitments under the Issuing Lender Canadian Revolving Facility shall not have terminated at or prior to such time, the L/C Participations in respect of all outstanding Canadian Letters of Credit shall be reallocated among the Replacement Revolving Lenders in accordance with their Canadian Revolving Credit Percentages as of such Letter date (after giving effect to the termination of Credit has the right to refuse to extend applicable Canadian Revolving Commitments on such Letter of Credit if at Revolving Termination Date) and the time Lenders that hold Canadian Revolving Commitments terminating on such Revolving Termination Date shall be released from their L/C Participations in respect of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter outstanding Canadian Letters of Credit may have an expiration date up to 364 days after the Termination DateCredit. (ae) No Applicable Issuing Party Lender shall at any time be obligated to issue (i) any Letter of Credit hereunder if such issuance would conflict with, or cause such Applicable the Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyLender, in reliance on the agreements of the other Lenders set forth in Sections 3.4(a) and 3.8(bSection 5.4(a), agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrowers relevant Borrower on any Business Day during from the Commitment Period (i) in Closing Date until the case of Fronted Letters of Credit, date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such the Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable the Issuing Party Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Utilized Revolving Commitments would be less greater than zero and, provided, further, that, if any the Revolving Loan Commitments or (iii) unless the applicable Issuing Lender shall issue any Fronted Letter of Credit that results in otherwise consent hereto, the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter all outstanding Letters of Credit issued by JPMCB or Barclays Bank PLC, each as Issuing Lender, would not result in the aggregate amount exceed 50% of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsL/C Commitment. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling and Dollars, (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Lender) and expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Termination Maturity Date; provided that any Letter provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by Xxxxx'x or (ii) fifteen days preceding the Maturity Date, deposit in a one-year term may provide for cash collateral account established with the renewal thereof at Administrative Agent an amount equal to the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred L/C Obligations with respect to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter Letters of Credit if at the time relevant Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by Xxxxx'x; provided, further, that the obligations under this Section 5 in respect of such refusal Letters of Credit of (i) the applicable Borrower would Borrowers shall survive the Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be unable reinstated, to satisfy the conditions extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrowers by the Issuing Bank after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date10.2(c). (ab) No Applicable The Issuing Party Lender shall not at any time be obligated to issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable the Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, (i) the Applicable Issuing PartyLender, in reliance on the agreements of the other Revolving Lenders set forth in Sections Section 3.4(a) and 3.8(b), agrees to issue letters of credit (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”) for the account of the Borrowers Borrower and to amend Letters of Credit previously issued by it in accordance with Section 3.2 below, on any Business Day during the Commitment Period (i) in period from the case of Fronted Letters of Credit, Closing Date until the date that is seven days prior to the Revolving Termination Date in such form as may be approved from time to time by such the Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) the Revolving Lenders severally agree to participate in the case of Several Letters of CreditCredit issued for the amount of the Borrower and any drawings thereunder (each Revolving Lender, substantially in the form of Exhibit an “L/C Participant”; provided that such Applicable the Issuing Party Lender shall have no obligation to issue or amend any Letter of Credit if, after giving effect to such issuanceissuance or amendment, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling and Dollars, (ii) have a face amount of at least $250,000 (unless otherwise agreed by the Issuing Lender) and (iii) unless the Issuing Lender otherwise consents in writing, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date; , provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower 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, so long from and after the Closing Date, to be outstanding as the Issuing Lender of such a Letter of Credit has hereunder and governed by the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the terms and conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Datehereof. (ab) No Applicable The Issuing Party Lender shall not at any time be obligated to issue (i) any Letter of Credit (i) if such issuance would conflict with, or cause such Applicable the Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, by any applicable Requirement of Law, or if such Requirement of Law would cause the Issuing Lender or any L/C Participant to be subject to, or incur, any restriction, reserve or capital requirement not applicable on the Closing Date, or loss, cost or expense deemed material in good faith by the Issuing Lender not applicable on the Closing Date, or (ii) any Secured Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its reasonable discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit on behalf then proposed to be issued or that Letter of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured Credit and all other L/C Obligations after giving effect as to which the issuance of such Secured Letter of Credit Issuing Lender has actual or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held potential Fronting Exposure, as it may elect in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedits reasonable discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyLender, in reliance on the agreements of the other Revolving Lenders set forth in Sections 3.4(a) and 3.8(bSection 3.10(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrowers Borrower on any Business Day during the Commitment Revolving Availability Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such the Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable the Issuing Party Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling Dollarsan L/C currency, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall or a longer period if agreed to by the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) above), so long as unless the Issuing Lender of such Letter of Credit has the right to refuse elects, in its sole discretion, not to extend for any such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2additional period; provided further provided, further, that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (a) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by laws of the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Applicable the Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing Party, in reliance on the agreements of the other Lenders set forth in Sections 3.4(a) and 3.8(b), Bank agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrowers Borrower or, at the Borrower's request, any Subsidiary of the Borrower on any Business Day during the Commitment Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such the Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Bank; provided, that the Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable Issuing Party Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, the aggregate amount Available Commitment for any Lender, or the Letter of the Available Commitments Credit Availability, would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof . (the “Participated Portion”b) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall shall: (i) be denominated in Dollars and shall be either (1) a standby letter of credit issued to support financial obligations (incurred in the ordinary course of business) of the Borrower or Pounds Sterling and any Subsidiary of the Borrower, contingent or otherwise, to pay money (a "Financial Letter of Credit") or (2) a standby letter of credit issued to support non-financial obligations of the Borrower or any Subsidiary of the Borrower, contingent or otherwise, to provide goods or services in the ordinary course of business (a "Performance Letter of Credit"); (ii) have a face amount of (1) not less than $300,000 and (2) not more than the amount that would, after giving effect to the issuance thereof, cause the Available Commitment of any Lender or the Letter of Credit Availability to be less than zero; and (iii) expire (1) no earlier than 30 days after its date of issue and (2) 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 Termination then Final Maturity Date; provided that . (c) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (d) The Issuing Bank shall not at any time be obligated to issue any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (a) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit hereunder if such issuance would conflict with, or cause such Applicable the Issuing Party, Bank or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or Law. (iie) any Secured Each party hereto acknowledges and agrees that each of the Existing Letters of Credit is a Letter of Credit on behalf issued by the Issuing Bank pursuant hereto for all purposes hereunder and under the other Loan Documents. No amendment, modification or waiver of any Borrower if provision of this Section 3 (x) the then Borrowing Base of such Borrower or any other provision in any manner that would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit affect any right or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II duty of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, Issuing Bank) may be made without the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) written consent of the preceding sentence shall be satisfiedIssuing Bank.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable each Issuing PartyLender, in reliance on the agreements of the other Lenders set forth in Sections 3.4(a) and 3.8(b)Section 5.4, agrees to issue letters of credit (each a “Letters Letter of Credit”) for the account of the Borrowers Borrower on any Business Day during from the Commitment Period (i) in Closing Date until the case of Fronted Letters of Credit, date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable no Issuing Party Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Utilized Commitments would be less greater than zero and, provided, further, that, if any the Loan Commitments or (iii) unless the applicable Issuing Lender shall issue any Fronted Letter of Credit that results in otherwise consent thereto, the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter all outstanding Letters of Credit issued by such Issuing Lender would not result in the aggregate amount exceed 33 1/3% of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsL/C Commitment. Each Letter of Credit shall (ix) be denominated in Dollars or Pounds Sterling Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and (iiz) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Termination Maturity Date; provided that any Letter provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than five Business Days prior to the Maturity Date, the Borrower shall, not later than (i) five Business Days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the Borrower’s senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by Xxxxx’x or (ii) fifteen days preceding the Maturity Date, deposit in a one-year term may provide for cash collateral account established with the renewal thereof at Administrative Agent an amount equal to the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred L/C Obligations with respect to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter Letters of Credit if at the time Borrower’s senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by Xxxxx’x; provided, further, that the obligations under this Section 5 in respect of such refusal Letters of Credit of (i) the Borrower shall survive the Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrower by the applicable Borrower would Issuing Bank after the Maturity Date. Amounts held in such cash collateral account shall be unable to satisfy held and applied by the conditions Administrative Agent in the manner and for the purposes set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date10.2(c). (ab) No Applicable Issuing Party Lender shall at any time be obligated to issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement requirement of Law or law. (iic) any Secured Letter Schedule 5.1 contains a description of Credit on behalf all letters of any Borrower if (x) credit issued by the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect Issuing Lenders pursuant to the issuance Existing Credit Agreement and which are to remain outstanding on the Effective Date. Each such letter of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing credit, including any Secured extension thereof, shall constitute a “Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) ” for all purposes of the preceding sentence shall be satisfiedthis Credit Agreement.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyLender, in reliance on the agreements of the other Revolving Lenders set forth in Sections Section 3.4(a) and 3.8(b), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrowers Borrower and the Co-Borrower, as the case may be, on any Business Day during the Revolving Commitment Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such the Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable the Issuing Party Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter or (iii) the aggregate outstanding amount of Letters of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit issued by it would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligationsexceed $10,000,000. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling another Acceptable Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date; provided that (1) any Letter of Credit may have an expiry date later than the date referred to in clause (y) above if no later than the 30th day prior to the Revolving Termination Date (or for any Letters of Credit issued after such date, the date of issuance), the Borrower shall deposit in a cash collateral account opened by the Administrative Agent an amount equal to 105% of the aggregate then undrawn and unexpired amount of such Letters of Credit and (2) any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)above (or, so as long as the Issuing Lender requirements under clause (1) are satisfied, the first anniversary of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Revolving Termination Date)). (ab) No Applicable The Issuing Party Lender shall not at any time be obligated to issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable the Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or Law. (c) The parties hereto agree that the Existing Letters of Credit will automatically, without any further action on the part of any Person, be deemed to be Letters of Credit hereunder issued hereunder on the Restatement Date for the account of the Borrower. Without limiting the foregoing (i) each such Existing Letter of Credit shall be included in the calculation of the L/C Obligations, (ii) any Secured Letter all liabilities of the Borrower and the other Loan Parties with respect to such Existing Letters of Credit on behalf of any Borrower if shall constitute Obligations and (xiii) the then Borrowing Base of each Lender shall have reimbursement obligations with respect to such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter Existing Letters of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held as provided in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfied3.4.

L/C Commitment. a. Subject to the terms and conditions hereof, the Applicable each Issuing PartyLender, in reliance on the agreements of the other Lenders set forth in Sections 3.4(a) and 3.8(b)Section 5.4, agrees to issue letters of credit (“Letters each a "Letter of Credit”") for the account of the Borrowers Borrower on any Business Day during from the Commitment Period (i) in Closing Date until the case of Fronted Letters of Credit, date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable no Issuing Party Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Utilized Commitments would be less greater than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsLoan Commitments. Each Letter of Credit shall (ix) be denominated in Dollars or Pounds Sterling Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and (iiz) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Termination Maturity Date; provided that any Letter provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than five Business Days prior to the Maturity Date, the Borrower shall, not later than (i) five Business Days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by Xxxxx'x or (ii) fifteen days preceding the Maturity Date, deposit in a one-year term may provide for cash collateral account established with the renewal thereof at Administrative Agent an amount equal to the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred L/C Obligations with respect to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter Letters of Credit if at the time Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by Xxxxx'x; provided, further, that the obligations under this Section 5 in respect of such refusal Letters of Credit of (i) the Borrower shall survive the Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrower by the applicable Borrower would Issuing Bank after the Maturity Date. Amounts held in such cash collateral account shall be unable to satisfy held and applied by the conditions Administrative Agent in the manner and for the purposes set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date10.2(c). (a) b. No Applicable Issuing Party Lender shall at any time be obligated to issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedlaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable each Issuing PartyLender, in reliance on the agreements of the other Revolving Lenders set forth in Sections Section 3.4(a) and 3.8(b), agrees to issue standby and/or trade letters of credit (“Letters of Credit”) for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of Holdings or any other Group Member) on any Business Day during prior to the end of the Revolving Commitment Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit LDollars; provided that such Applicable Issuing Party neither the Administrative Agent or any of its Affiliates shall have any obligation to issue trade Letters of Credit and provided, further, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) (x) the L/C Obligations would exceed the aggregate L/C Commitments of all Issuing Lenders or (y) unless the applicable Issuing Lender consents, the aggregate L/C Obligations in respect of all Letters of Credit issued by such Issuing Lender exceed such Issuing Lender’s L/C Commitment, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of or (iii) the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance Revolving Commitment of such Fronted Letter of Credit any Revolving Lender would not result in the aggregate amount of the Available Commitments being be less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance unless otherwise agreed by the Issuing Lender in its sole discretion and (y) the date that is five Business Days prior to the Revolving Termination Date; provided that any that, if requested by the Borrower and accepted by the applicable Issuing Lender in its sole and absolute discretion, a Letter of Credit with a one-year term issued by such Issuing Lender may provide for the renewal thereof at the option of the applicable Borrower for additional one-one year periods containing an expiry date of more than twelve months after the date of issuance (which shall in no event extend beyond the date referred to in clause (y) aboveabove (unless, at least five Business Days prior to the notice period for the then current expiry date, such Borrower shall Cash Collateralize the L/C Obligations with respect to such Letter of Credit in an amount not less than the Minimum Collateral Amount applicable to such Letter of Credit)); provided, so long as the however, that (1) 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 (the “Nonrenewal Notice”) not later than a number of days in each such twelve month period to be agreed upon at the time such Letter of Credit is issued, (2) such Issuing Lender shall not (x) permit any such renewal if such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise) or (y) be obligated to permit such renewal if it has received notice (which may be in writing or by telephone (if immediately confirmed in writing)) on or before the day that is seven Business Days before the date of the Nonrenewal Notice from the Administrative Agent, the Majority Facility Lenders in respect of the Revolving Facility or the Borrower that one or more of the applicable conditions set forth in Section 5.2 is not then satisfied and, in each such case, directing such Issuing Lender not to permit such renewal. (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Lender in good xxxxx xxxxx material to it, (ii) the issuance of such Letter of Credit has would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (iii) except as otherwise agreed by the right to refuse to extend Administrative Agent and such Issuing Lender, such Letter of Credit if at the time of is in an initial stated amount less than $10,000, (iv) such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit is to be denominated in a currency other than Dollars, (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Revolving Lender is at such time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including reallocation of such Lender’s Revolving Percentage of the outstanding L/C Obligations pursuant to Section 2.26(a)(iv) or the delivery of Cash Collateral with the Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.26(a)(iv)) with respect to such Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may have an expiration date up elect in its sole discretion. In addition, no Issuing Lender shall be under any obligation to 364 days after the Termination Date. (a) No Applicable Issuing Party shall at any time issue (i) amend or extend any Letter of Credit if (A) such issuance Issuing Lender would conflict with, or cause have no obligation at such Applicable Issuing Party, any L/C Participant or any Lender time to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured issue the Letter of Credit on behalf of any Borrower if in its amended form under the terms hereof or (xB) the then Borrowing Base beneficiary of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are does not then held in an Account of such Borrower established pursuant to Section 1 of Article II of accept the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedproposed amendment thereto.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable each Issuing PartyLender, in reliance on the agreements of the other Lenders set forth in Sections 3.4(a) and 3.8(b)Section 5.4, agrees to issue letters of credit (“Letters each a "Letter of Credit”") for the account of the Borrowers Borrower on any Business Day during from the Commitment Period (i) in Closing Date until the case of Fronted Letters of Credit, date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable no Issuing Party Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, the aggregate amount of L/C Obligations would exceed the Available Commitments would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsL/C Commitment. Each Letter of Credit shall (ix) be denominated in Dollars or Pounds Sterling Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and (iiz) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Termination Maturity Date; provided that any Letter provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than five Business Days prior to the Maturity Date, the Borrower shall, not later than (i) five Business Days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by Xxxxx'x or (ii) fifteen days preceding the Maturity Date, deposit in a one-year term may provide for cash collateral account established with the renewal thereof at Administrative Agent an amount equal to the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred L/C Obligations with respect to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter Letters of Credit if at the time Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by Xxxxx'x; provided, further, that the obligations under this Section 5 in respect of such refusal Letters of Credit of (i) the Borrower shall survive the Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrower by the applicable Borrower would Issuing Bank after the Maturity Date. Amounts held in such cash collateral account shall be unable to satisfy held and applied by the conditions Administrative Agent in the manner and for the purposes set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date10.2(c). (ab) No Applicable Issuing Party Lender shall at any time be obligated to issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedlaw.

L/C Commitment. Subject (a) Each Issuing Lender will issue standby and commercial letters of credit from time to time denominated in Dollars and/or in one or more Offshore Currencies before the Revolving Maturity Date, in each case containing such terms and conditions hereofas are permitted by this Agreement and are reasonably satisfactory to the applicable Issuing Lender and the Company, at the Applicable Issuing Party, in reliance on the agreements request of the other Lenders set forth in Sections 3.4(a) and 3.8(b), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrowers on Company (or jointly for the account of the Company and any Business Day during the Commitment Period (iSubsidiary) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable Issuing Party shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, the aggregate amount of the Available Commitments would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) before the date that which is five Business Days 30 days prior to the Termination scheduled Revolving Maturity Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods and (which shall in no event extend beyond the date referred to in clause (yb) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions more fully set forth in Section 5.22.3.2, each Lender agrees to purchase a participation in each such Letter of Credit; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (a) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit if such issuance would conflict withthat, or cause such Applicable Issuing Party, any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured each Letter of Credit, (i) the Applicable Issuing Party aggregate Stated Amount of all Letters of Credit shall obtain confirmation from not exceed the Administrative Agent that lesser of (x) $100,000,000 and (y) the requirements imposed by clause aggregate Revolving Commitment (the “L/C Sublimit”), (ii) unless otherwise agreed by an individual Issuing Lender (in its sole discretion), the Stated Amount of all Letters of Credit issued by such Issuing Lender shall not exceed such Issuing Lender’s L/C Commitment, (iii) the sum of the preceding sentence aggregate outstanding Dollar Equivalent amount of all Offshore Currency Loans plus the Stated Amount of all Letters of Credit denominated in an Offshore Currency shall be satisfiednot exceed the Offshore Currency Sublimit, (iv) each Revolving Lender’s Revolving Credit Exposure shall not exceed such Revolving Lender’s Revolving Commitment; and (v) the aggregate Revolving Credit Exposure shall not exceed the aggregate Revolving Commitment.

L/C Commitment. (i) Subject to the terms and conditions hereof, the Applicable Issuing PartyBank, in reliance on the agreements of the other Lenders Banks set forth in Sections 3.4(a) and 3.8(bSection 2.5(b), agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrowers Borrower on any Business Day during the Commitment Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such the Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of CreditBank; provided, substantially in the form of Exhibit L; provided that such Applicable Issuing Party shall have no obligation to issue any Letter of Credit shall be issued if, after giving effect to thereto (A) the amount of the Total Exposure would exceed the amount of the Total Commitment in effect at such issuance, time or (B) the aggregate amount of the Available Commitments L/C Obligations at such time would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results exceed the L/C Commitment in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of effect at such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof time. (the “Participated Portion”ii) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall shall: (iA) be denominated in Dollars or Pounds Sterling and shall be a standby letter of credit; and (iiB) expire no later than the earlier of (xA) the first anniversary of 365 days after its date of issuance and (yB) the date that is five Business Days prior to the Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (aiii) No Applicable Issuing Party shall at any time issue (i) any Each Letter of Credit if such shall be subject to ISP98 and, to the extent not inconsistent therewith, the laws of the State of Delaware. (iv) Notwithstanding the provisions of this Section 2.5, the Banks and the Borrower hereby agree that the Issuing Bank may issue, upon the Borrower's request, (A) one or more Letter(s) of Credit to support the issuance would conflict withof bonds for the benefit of the Borrower which by its terms may expire more than 365 days after its date of issuance and (B) one or more Letter(s) of Credit which by its terms may be extended for additional periods of up to one year each, or cause such Applicable Issuing Party, any L/C Participant provided in each case that (1) the initial expiration date (or any Lender to exceed any limits imposed by, any applicable Requirement subsequent expiration date) of Law or (ii) any Secured each such Letter of Credit on behalf of any Borrower if is not later than the Termination Date, and (x2) the then Borrowing Base renewal of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter Letters of Credit, at the Applicable Issuing Party Bank's discretion, shall obtain confirmation be available upon written request from the Administrative Agent that Borrower to the requirements imposed Issuing Bank at least 20 days (or such other time period as agreed by clause (iithe Borrower and the Agent) before the date upon which notice of the preceding sentence shall be satisfiedrenewal is otherwise required.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing Party, in reliance on the agreements of the other Lenders set forth in Sections 3.4(a) and 3.8(b), Lender agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrowers Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Commitment Letter of Credit Availability Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such the Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable the Issuing Party Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, the aggregate amount L/C Exposure would exceed the Total L/C Commitments at such time, (2) after giving effect to such issuance, the sum of the L/C Exposure and the outstanding Revolving Loans would exceed the Available Commitments would be less than zero andRevolving Commitment at such time, provided, further, that, if any or (3) the Issuing Lender shall issue any Fronted Letter of Credit that results has been notified in writing at least one Business Day prior to the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the issuance thereof by Administrative Agent or a Revolving Lender that the issuance of funding conditions set forth in Section 5.2 cannot be satisfied at such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligationstime. Each Letter of Credit shall shall, unless agreed by the Lenders, (i) be denominated in Dollars or Pounds Sterling and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Termination Letter of Credit Maturity Date; provided that Letters of Credit may have termination dates that occur later than five Business Days prior to the Letter of Credit Maturity Date to the extent the Borrower shall have (i) Cash Collateralized such Letter of Credit in an amount equal to at least 105% of the stated amount of such Letter of Credit or (ii) delivered to the Administrative Agent a letter of credit issued for its benefit in a stated amount equal to at least 105% of the stated amount of such Letter of Credit and having terms and conditions, and issued by an issuer, reasonably satisfactory to the Administrative Agent, provided further that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (ab) No Applicable The Issuing Party Lender shall not at any time be obligated to issue (i) any Letter of Credit if if: (i) such issuance would conflict with, or cause such Applicable the Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or Law; (ii) any Secured order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on behalf of the Closing Date, or shall impose upon the Issuing Lender any Borrower if unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (xiii) the then Borrowing Base Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Borrower would Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $100,000; (vii) any Lender is at that time a Defaulting Lender, unless reallocated in accordance with Section 2.24 (a)(iv) if the Issuing Lender has entered into arrangements satisfactory to the Issuing Lender (in its reasonable discretion) with the Borrower or such BorrowerDefaulting Lender to eliminate the Issuing Lender’s aggregate Secured L/C Obligations actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the issuance of such Secured Defaulting Lender arising from either the Letter of Credit then proposed to be issued or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of CreditCredit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedas it may elect in its sole discretion.

L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, the Applicable each Issuing PartyLender, in reliance on the agreements of the other Lenders set forth in Sections 3.4(a) and 3.8(bSection 5.4(a), agrees to issue new letters of credit (“Letters of Credit”) for the account of the Borrowers relevant Borrower on any Business Day during from the Commitment Period (i) in Closing Date until the case of Fronted Letters of Credit, date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable Issuing Party Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Utilized Revolving Commitments would be less greater than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsRevolving Loan Commitments. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling and Dollars, (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Termination Maturity Date; provided that any Letter provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by Xxxxx’x and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, deposit in a one-year term may provide for cash collateral account established with the renewal thereof at Administrative Agent an amount equal to the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred L/C Obligations with respect to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter Letters of Credit if at the time relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by Xxxxx’x or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such refusal Letters of Credit of (i) the applicable Borrower would Borrowers shall survive the Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be unable reinstated, to satisfy the conditions extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrowers by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date10.2(c). (a) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfied.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyLender, in reliance on the agreements of the other Revolving Lenders set forth in Sections 3.4(a) and 3.8(bSection 3.10(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrowers Borrower on any Business Day during the Commitment Revolving Availability Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such the Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable the Issuing Party Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling an L/C currency, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall or a longer period if agreed to by the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) above), so long as unless the Issuing Lender of such Letter of Credit has the right to refuse elects, in its sole discretion, not to extend for any such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2additional period; provided further provided, further, that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (a) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by laws of the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Applicable the Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable each Issuing PartyLender, in reliance on the agreements of the other Lenders set forth in Sections 3.4(a) and 3.8(b)Section 5.4, agrees to issue letters of credit (each a “Letters Letter of Credit”) for the account of the Borrowers Borrower on any Business Day during from the Commitment Period (i) in Closing Date until the case of Fronted Letters of Credit, date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable no Issuing Party Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Utilized Commitments would be less greater than zero and, provided, further, that, if any the Loan Commitments or (iii) unless the applicable Issuing Lender shall issue any Fronted Letter of Credit that results in otherwise consent thereto, the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter all outstanding Letters of Credit issued by such Issuing Lender would not result in the aggregate amount exceed 33 1/3% of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsL/C Commitment. Each Letter of Credit shall (ix) be denominated in Dollars or Pounds Sterling Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and (iiz) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Termination Maturity Date; provided that any Letter provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than five Business Days prior to the Maturity Date, the Borrower shall, not later than (i) five Business Days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by Xxxxx’x and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, deposit in a one-year term may provide for cash collateral account established with the renewal thereof at Administrative Agent an amount equal to the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred L/C Obligations with respect to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter Letters of Credit if at the time Borrower’s Rating in effect is lower than BBB- as published by S&P, or is lower than Baa3 as published by Xxxxx’x or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such refusal Letters of Credit of (i) the Borrower shall survive the Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrower by the applicable Borrower would Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be unable to satisfy held and applied by the conditions Administrative Agent in the manner and for the purposes set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date10.2(c). (ab) No Applicable Issuing Party Lender shall at any time be obligated to issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement requirement of Law or law. (iic) any Secured Letter Schedule 5.1 contains a description of Credit on behalf all letters of any Borrower if (x) credit issued by the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect Issuing Lenders pursuant to the issuance Original Credit Agreement and which are to remain outstanding on the Effective Date. Each such letter of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant credit, including any extension thereof, shall continue to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured constitute a “Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) ” for all purposes of the preceding sentence shall be satisfiedthis Credit Agreement.

L/C Commitment. From and after the Effective Date, each Existing Letter of Credit shall, subject to the terms and conditions hereof, constitute a Letter of Credit hereunder. Subject to the terms and conditions hereof, the Applicable each Issuing PartyLender, in reliance on the agreements of the other Lenders set forth in Sections Section 3.4(a) and 3.8(b), agrees to issue standby and commercial letters of credit (the letters of credit issued on and after the Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the Borrowers Borrower on any Business Day on or after the Effective Date and during the Commitment Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender; provided, that no Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Creditshall issue, substantially in the form of Exhibit L; provided that such Applicable Issuing Party shall have no obligation to issue amend, extend or renew any Letter of Credit (and no Existing Letter of Credit may become a Letter of Credit hereunder) if, after giving effect to such issuance, amendment, extension or renewal (or to the transfer of such Existing Letter of Credit hereunder, as the case may be), (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Commitments would be less than zero andzero, provided, further, that, (iii) if any Issuing Lender shall issue any Fronted the purpose of such Letter of Credit that results in is energy procurement, the aggregate outstanding amount of L/C Obligations in respect of Letters of Credit issued for energy procurement purposes would exceed the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of Procurement L/C Facility Limit or (iv) subject to Section 10.1, if such Fronted Letter of Credit would not result in is a Non-Procurement Letter of Credit, the aggregate outstanding amount of the Available Commitments being less than zero, the provisions L/C Obligations in respect of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter Non-Procurement Letters of Credit (A) plus the aggregate outstanding amount of L/C Obligations in respect of Letters of Credit issued for energy procurement purposes would exceed the L/C Commitment or (B) plus the aggregate outstanding principal amount of all Loans would exceed the Non-Procurement Facility Limit. The Administrative Agent, the Issuing Lenders and any related Reimbursement Obligations) that does not constitute the Participated Portion Lenders shall be subject entitled to rely conclusively on the Borrower’s statements in determining whether the limitation set forth in clauses (iii) and subordinate in right of payment and as to priority (iv) of the security provided by preceding sentence are satisfied; and the Collateral Administrative Agent, the Issuing Lenders and the Lenders shall not be required to all other Obligationsmaintain any records with respect to whether or not the Procurement L/C Facility Limit is exceeded at any time. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Termination Date; provided that any Letter of Credit with a one-year oneyear term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (a) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfied.

L/C Commitment. a. Subject to the terms and conditions hereof, the Applicable each Issuing PartyLender, in reliance on the agreements of the other Lenders set forth in Sections 3.4(a) and 3.8(b)Section 5.4, agrees to issue letters of credit (“Letters each a "Letter of Credit”") for the account of the Borrowers Borrower on any Business Day during from the Commitment Period (i) in Closing Date until the case of Fronted Letters of Credit, date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable no Issuing Party Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Utilized Commitments would be less greater than zero and, provided, further, that, if any the Loan Commitments or (iii) unless the applicable Issuing Lender shall issue any Fronted Letter of Credit that results in otherwise consent thereto, the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter all outstanding Letters of Credit issued by such Issuing Lender would not result in the aggregate amount exceed 33⅓% of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsL/C Commitment. Each Letter of Credit shall (ix) be denominated in Dollars or Pounds Sterling Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Lender) and (iiz) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the issuance; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, the Borrower shall, not later than (i) five Business Days prior days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender aggregate then undrawn and unexpired amount of such Letter Letters of Credit has Credit, if the right Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by Xxxxx'x or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to refuse to extend the aggregate then undrawn and unexpired amount of such Letter Letters of Credit if at the time of Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by Xxxxx'x. Amounts held in such refusal cash collateral account shall be held and applied by the applicable Borrower would be unable to satisfy Administrative Agent in the conditions manner and for the purposes set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date10.2(c). (a) b. No Applicable Issuing Party Lender shall at any time be obligated to issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement requirement of Law or (ii) any Secured Letter law. c. Schedule 5.1 contains a description of Credit on behalf all letters of any Borrower if (x) credit issued by the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect Issuing Lenders pursuant to the issuance Existing Credit Agreement and which are to remain outstanding on the Effective Date. Each such letter of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing credit, including any Secured extension thereof, shall constitute a "Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) " for all purposes of the preceding sentence shall be satisfiedthis Credit Agreement.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyLender, in reliance on the agreements of the other Revolving Lenders set forth in Sections 3.4(a) and 3.8(bSection 3.10(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrowers Borrower on any Business Day during the Commitment Revolving Availability Period (i) substantially in the case form of Fronted Letters of Credit, Exhibit M or in such other form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such the Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable the Issuing Party Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall or a longer period if agreed to by the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) above), so long as the Issuing Lender of such . Each Letter of Credit has shall be denominated in Dollars, issued on a sight basis only and governed by laws of the right State of New York (unless the laws of another jurisdiction is agreed to refuse to extend such Letter of Credit if at by the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Daterespective Issuing Lender) and governed under The International Standby Practices (ISP98). (ab) No Applicable The Issuing Party Lender shall not at any time be obligated to issue (i) any Letter of Credit hereunder if such issuance would conflict with, or cause such Applicable the Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Sections 3.4(a) 2.08 and 3.8(b)2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrowers any Co-Issuer or its designee on any Business Day during the period commencing on the Series 2019-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period (iTermination Date to be issued in accordance with Section 2.07(h) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted the L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit LProvider; provided that such Applicable Issuing Party the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the aggregate amount of L/C Obligations would exceed the Available Commitments L/C Commitment, or (ii) the Series 2019-1 Class A-1 Outstanding Principal Amount would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in exceed the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsSeries 2019-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars or Pounds Sterling Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Co-Issuers and the L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof at the option of the applicable Borrower for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the date referred to in clause (yRequired Expiration Date) above), so long as unless the Issuing Lender L/C Provider notifies each beneficiary of such Letter of Credit has at least thirty (30) calendar days prior to the right to refuse to extend then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit if at the time of such refusal the applicable Borrower would shall not be unable to satisfy the conditions set forth in Section 5.2renewed; provided further that any Secured Letter of Credit may have an expiration date up that is later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to 364 days after such Letter of Credit has been fully cash collateralized by the Co-Issuers in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. (a) No Applicable Issuing Party . The L/C Provider shall not at any time issue be obligated to (iI) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause such Applicable Issuing Party, any L/C Participant or any Lender Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (iiII) amend any Secured Letter of Credit on behalf of any Borrower hereunder if (x1) the then Borrowing Base L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Borrower would Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the Series 2019-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2019-1 Closing Date. Such Series 2019-1 Class A-1 L/C Note shall be less than dated the Series 2019-1 Closing Date, shall be registered in the name of the L/C Provider or in such Borrower’s aggregate Secured other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2019-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2019-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2019-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2019-1 Class A-1 L/C Note and shall be deemed to be Series 2019-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2019-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2019-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2019-1 Class A-1 L/C Note. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Co-Issuers may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider) (an “Application”), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. In addition, the letters of credit set forth in Schedule IV attached hereto shall be deemed to be Letters of Credit provided and issued by the L/C Provider indicated therein on the Series 2019-1 Closing Date (so long as such letter of credit would have been permitted to have been issued hereunder but for the date of its issuance). Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2019-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2019-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the issuance of such Secured Letter of Credit requested issuance, the Series 2019-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2019-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or (y) all cash document believed by it to be genuine and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant correct and to Section 1 of Article II have been signed or sent by the proper Person or Persons of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter Administrative Agent for purposes of Credit, determining whether the Applicable Issuing Party shall obtain L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Co-Issuers shall pay to the L/C Provider the L/C Quarterly Fees (as defined in the Series 2019-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2019-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) [Reserved]. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the requirements imposed provisions of this Article II, the provisions of this Article II shall apply. (g) The Co-Issuers may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by clause the Co-Issuers in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2019-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate, and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate, and the issuance of such Letter of Credit, a Person selected by the Co-Issuers (at the expense of the Co-Issuers) shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) or such other Person selected by the Co-Issuers (at the expense of the Co-Issuers), in each case in its capacity as the issuer of such Letter of Credit being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “A-2” (or then equivalent grade) from S&P and (ii) a long-term unsecured debt rating of not less than “BBB” (or then equivalent grade) from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary or beneficiaries of such proposed Letter of Credit. Each of the preceding sentence parties hereto shall execute any amendments to this Agreement reasonably requested by the Co-Issuers in order to have any letter of credit issued by a Person selected by the Co-Issuers pursuant to this Section 2.07(h) or Section 5.17 of the Base Indenture be satisfieda “Letter of Credit” that has been issued hereunder and such Person selected by the Co-Issuers be an “L/C Issuing Bank”.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable each Issuing PartyLender, in reliance on the agreements of the other Lenders set forth in Sections Section 3.4(a) and 3.8(b), agrees to issue standby and commercial letters of credit (the letters of credit issued pursuant to this Section 3 and including each Existing Letter of Credit, collectively, the “Letters of Credit”) for the account of the Borrowers Borrower on any Business Day on or after the Effective Date and during the Commitment Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount Lender; provided, that each of Xxxxxxx Xxxxx Bank USA, Credit Suisse AG, New York Branch, Barclays Bank PLC and their respective Affiliates shall not be required to exceed at issue any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case commercial letters of Several Letters of Credit, substantially in the form of Exhibit Lcredit; provided further that such Applicable no Issuing Party Lender shall have no obligation to issue issue, amend or extend any Letter of Credit if, after giving effect to such issuance, amendment or extension, (i)(i) the aggregate amount of L/C Obligations owed by the Borrower to any Issuing Lender shall exceed the amount of such Issuing Lender’s L/C Pro Rata Commitment (or such higher amount agreed upon in writing between the Borrower and such Issuing Lender), (ii)(ii) the L/C Obligations would exceed the L/C Commitment, (iii)(iii) the aggregate amount of the Available Commitments would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter or (iv) the Total Extensions of Credit that results in would exceed the aggregate outstanding principal amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof Senior Bond at any time (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided determined by the Collateral to all other ObligationsDesignated Agent). Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling and and, (ii) subject to the second paragraph of Section 3.2, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Termination Date (such fifth Business Day, the “Letter of Credit Expiration Date; provided that ”). (b) No Issuing Lender shall at any time be obligated to issue, amend or extend any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (a) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit hereunder if such issuance issuance, amendment or extension would (i)(i) conflict with, or cause such Applicable Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law Law, (ii)(ii) violate one or more policies of the Issuing Lender applicable to letters of credit generally or (iiiii) violate any Secured order, judgment, or decree of any Governmental Authority that, by its terms, purports to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any law applicable to such Issuing Lender. No Issuing Lender shall be under any obligation to issue, amend or extend any Letter of Credit on behalf that is not a standby Letter of Credit, unless otherwise agreed by such Issuing Lender. In the event there is a Defaulting Lender as of the date of any Borrower if (x) request for the then Borrowing Base issuance of a Letter of Credit, no Issuing Lender shall be required to issue or arrange for such Borrower would be less than such BorrowerLetter of Credit to the extent the Issuing Lender is not reasonably satisfied that the Defaulting Lender’s aggregate Secured L/C Obligations with respect to such Letter of Credit have been reallocated and/or cash collateralized pursuant to Section 2.20. (c) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to the issuance all such increases, whether or not such maximum stated amount is in effect at such time. (d) For all purposes of such Secured this Agreement, if on any date of determination, a Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II has expired by its terms but any amount may still be drawn thereunder by reason of the applicable Collateral Account Control Agreement. Prior operation of any rule of law or uniform practices to issuing which any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause Credit is subject (ii) including Rule 3.13 and Rule 3.14 of the preceding sentence ISP) or similar terms in the Letter of Credit itself that permit a drawing to be made under such Letter of Credit after the expiration thereof, such Letter of Credit shall be satisfieddeemed to be “outstanding” in the amount so remaining available to be drawn.

L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, the Applicable each Issuing PartyLender, in reliance on the agreements of the other Lenders set forth in Sections 3.4(a) and 3.8(bSection 5.4(a), agrees to issue new letters of credit (“Letters of Credit”) for the account of any Borrower requesting the Borrowers same and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day during from the Commitment Period (i) in Closing Date until the case of Fronted Letters of Credit, date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable Issuing Party Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment (ii) the aggregate amount of the Available Utilized Revolving Commitments would be less greater than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of Revolving Loan Commitments or (iii) the Available Utilized Revolving Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit Borrower would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to exceed such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsBorrower’s Sublimit. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling and Dollars, (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Termination Maturity Date; provided that any Letter provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with a one-year term may provide for Section 5.9, on terms and conditions satisfactory to the renewal thereof Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by Xxxxx’x and is at least BBB- as published by Fitch or (ii) fifteen days preceding the option of Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the applicable Borrower for additional one-year periods (which shall in no event extend beyond Administrative Agent and Issuing Lenders, an amount equal to the date referred L/C Obligations with respect to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter Letters of Credit if at the time relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by Xxxxx’x or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such refusal Letters of Credit of (i) the applicable relevant Borrower would shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be unable reinstated, to satisfy the conditions extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date10.2(c). (a) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfied.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Sections 3.4(a) 2.08 and 3.8(b)2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrowers Master Issuer or its designee on any Business Day during the period commencing on the Series 2019-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period (iTermination Date to be issued in accordance with Section 2.07(h) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted the L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit LProvider; provided that such Applicable Issuing Party the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the aggregate amount of L/C Obligations would exceed the Available Commitments L/C Commitment or (ii) the Series 2019-1 Class A-1 Outstanding Principal Amount would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in exceed the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsSeries 2019-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars or Pounds Sterling Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Master Issuer and the L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof at the option of the applicable Borrower for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the date referred to in clause (yRequired Expiration Date) above), so long as unless the Issuing Lender L/C Provider notifies the beneficiary of such Letter of Credit has at least 30 calendar days prior to the right to refuse to extend then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit if at the time of such refusal the applicable Borrower would shall not be unable to satisfy the conditions set forth in Section 5.2renewed; provided further that any Secured Letter of Credit may have an expiration date up that is later than the Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to 364 days after such Letter of Credit has been fully cash collateralized by the Termination Date. Master Issuer in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (ay) No Applicable Issuing such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, on its behalf, and (B) the Control Party as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time issue be obligated to (iI) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause such Applicable Issuing Party, any L/C Participant or any Lender Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (iiII) amend any Secured Letter of Credit on behalf of any Borrower hereunder if (x1) the then Borrowing Base L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Borrower would Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2019-1 Class A-1 L/C Note, which the Master Issuer shall deliver to the L/C Provider on the Series 2019-1 Closing Date. Such Series 2019-1 Class A-1 L/C Note shall be less than dated the Series 2019-1 Closing Date, shall be registered in the name of the L/C Provider or in such Borrower’s aggregate Secured other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2019-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2019-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2019-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2019-1 Class A-1 L/C Note and shall be deemed to be Series 2019-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2019-1 Supplement, the outstanding principal amount evidenced by the Series 2019-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider either (i) provide a new Letter of Credit and (ii) provide a new “back-to-back” Letter of Credit to an existing letter of credit provider to secure a letter of credit in existence prior to the Series 2019-1 Closing Date, by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2019-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2019-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2019-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2019-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2019-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2019-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2019-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2019-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts. (g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Secured Letter of Credit or (y) all cash Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and Eligible Securities constituting such Borrowing Base are not then held in an Account the issuance of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from L/C Provider or a Person selected by (at the Administrative Agent that the requirements imposed by clause (ii) expense of the preceding sentence L/C Provider) the Master Issuer shall be satisfied.issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyLender, in reliance on the agreements of the other Revolving Lenders and the Loan Parties set forth herein and in Sections 3.4(a) and 3.8(b)the other Loan Documents, agrees to issue documentary or standby letters of credit (the “Letters of Credit”) for the account of the Borrowers Borrower on any Business Day during the Commitment Initial Revolving Availability Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such the Issuing Lender; provided, that the Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable Issuing Party shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling Dollars, (ii) have a face amount of at least $200,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Initial Revolving Termination Date; provided provided, that any Letter of Credit with a one-year term may provide for the renewal extension thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred or a longer period if agreed to in clause 42 (yb) above), so long as the The Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (a) No Applicable Issuing Party shall not at any time be obligated to issue (i) any Letter of Credit hereunder if such issuance would (i) conflict with, or cause such Applicable the Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter violate one or more policies of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II general application of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedLender now or hereafter in effect.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyISSUING BANK, in reliance on the agreements of the other Lenders LENDERS set forth in Sections 3.4(a) and 3.8(b)Section 2.6.4, agrees to issue letters of credit (collectively referred to as the “Letters of CreditLETTERS OF CREDIT”) for the account of the Borrowers any BORROWER on any Business Day BUSINESS DAY during the Commitment Period (i) in the case of Fronted Letters of Credit, COMMITMENT PERIOD in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of CreditISSUING BANK; provided, substantially in the form of Exhibit L; provided that such Applicable Issuing Party no LETTER OF CREDIT shall have no obligation to issue any Letter of Credit be issued if, after giving effect to thereto (i) the amount of the L/C OBLIGATIONS plus the principal balance of the LOANS would exceed the amount of the TOTAL COMMITMENT in effect at such issuance, time (ii) the aggregate amount of the Available Commitments L/C OBLIGATIONS at such time would exceed the L/C COMMITMENT in effect at such time or (iii) a DEFAULT or EVENT OF DEFAULT shall exist or be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof continuing; (the “Participated Portion”b) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall each LETTER OF CREDIT: (i) shall be denominated in United States Dollars or Pounds Sterling and shall be a standby letter of credit (except for the XXXXXX CO. L/C); and (ii) expire shall be for the account of a BORROWER; (iii) shall have an expiration date no later than the earlier of (x) the first anniversary of its date of issuance REVOLVING LOAN MATURITY DATE; and (yiv) may during the date that is five Business Days prior to the Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof COMMITMENT PERIOD be extended at the option sole discretion of the applicable Borrower ISSUING BANK for additional one-periods of up to one year periods each (which shall but in no event extend beyond to expire later than the REVOLVING LOAN MATURITY DATE) upon written request from the BORROWERS to the ISSUING BANK at least 20 days (or such other time period as agreed by the BORROWERS and the ISSUING BANK) before the date referred upon which notice of extension is otherwise required by the terms thereof; and (c) each LETTER OF CREDIT shall be subject to in clause (y) above)ISP98 and, so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (a) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are extent not then held in an Account of such Borrower established pursuant to Section 1 of Article II inconsistent therewith, the laws of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter State of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedMaryland.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Sections 3.4(a) 2.08 and 3.8(b)2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrowers Master Issuer or its designee on any Business Day during the period commencing on the Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period (iTermination Date to be issued in accordance with Section 2.07(h) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted the L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit LProvider; provided that such Applicable Issuing Party the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the aggregate amount of L/C Obligations would exceed the Available Commitments L/C Commitment or (ii) the Series 2018-1 Class A-1 Outstanding Principal Amount would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in exceed the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsSeries 2018-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars or Pounds Sterling Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Master Issuer and the L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof at the option of the applicable Borrower for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the date referred to in clause (yRequired Expiration Date) above), so long as unless the Issuing Lender L/C Provider notifies the beneficiary of such Letter of Credit has at least 30 calendar days prior to the right to refuse to extend then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit if at the time of such refusal the applicable Borrower would shall not be unable to satisfy the conditions set forth in Section 5.2renewed; provided further provided, further, that any Secured Letter of Credit may have an expiration date up that is later than the Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to 364 days after such Letter of Credit has been fully cash collateralized by the Termination Date. Master Issuer in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (ay) No Applicable Issuing such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and (B) the Control Party, as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time issue be obligated to (iI) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause such Applicable Issuing Party, any L/C Participant or any Lender Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (iiII) amend any Secured Letter of Credit on behalf of any Borrower hereunder if (x1) the then Borrowing Base L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Borrower would Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2018-1 Class A-1 L/C Note, which the Master Issuer shall deliver to the L/C Provider on the Closing Date. Such Series 2018-1 Class A-1 L/C Note shall be less than dated the Closing Date, shall be registered in the name of the L/C Provider or in such Borrower’s aggregate Secured other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2018-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2018-1 Class A-1 L/C Note and shall be deemed to be Series 2018-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2018-1 Supplement, the outstanding principal amount evidenced by the Series 2018-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2018-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2018-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2018-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2018-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2018-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2018-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2018-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts. (g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Secured Letter of Credit or (y) all cash Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and Eligible Securities constituting such Borrowing Base are not then held in an Account the issuance of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from L/C Provider or a Person selected by (at the Administrative Agent that the requirements imposed by clause (ii) expense of the preceding sentence L/C Provider) the Master Issuer shall be satisfied.issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Sections 3.4(a) 2.08 and 3.8(b)2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of either or both of the Borrowers IssuerCo-Issuers on any Business Day during the period commencing on the Series 2019-3 Closing Date and ending on the date that is ten Business Days prior to the Commitment Period (iTermination Date to be issued in accordance with Section 2.07(h) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted the L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit LProvider; provided that such Applicable Issuing Party the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the aggregate amount of L/C Obligations would exceed the Available Commitments L/C Commitment, (ii) the Series 2019-3 Class A-1 Outstanding Principal Amount would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in exceed the aggregate amount of Series 2019-3 Class A-1 Notes Maximum Principal Amount or (iii) the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only Series 2019-3 Class A-1 Outstanding Principal Amount attributable to the extent of the portion thereof L/C Provider (the “Participated Portion”in its capacity as Committed Note Purchaser and L/C Provider) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available exceed its Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsAmount. Each Letter of Credit shall (ix) be denominated in Dollars or Pounds Sterling Dollars, (y) have a face amount of at least $100,000 (unless otherwise agreed by the L/C Provider, together with a reasonable administrative fee to be agreed upon) and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof at the option of the applicable Borrower for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the date referred to in clause (yRequired Expiration Date) above), so long as unless the Issuing Lender L/C Provider notifies each beneficiary of such Letter of Credit has at least thirty (30) calendar days prior to the right to refuse to extend then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit if at the time of such refusal the applicable Borrower would shall not be unable to satisfy the conditions set forth in Section 5.2renewed; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after that is later than the Termination Date. (a) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if Required Expiration Date so long as either (x) the then Borrowing Base Undrawn L/C Face Amount with respect to such Letter of such Borrower would be less than such Borrower’s aggregate Secured Credit has been fully cash collateralized by the IssuerCo-Issuers in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations after giving effect with respect to the issuance of such Secured Letter of Credit as of the Required Expiration Date or (y) all cash other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and Eligible Securities constituting absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable L/C Issuing Party Bank) pursuant to Section 4.04 such that such Letter of Credit shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the preceding sentence shall be satisfiedCommitment Termination Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Borrower may request that any Issuing PartyLender, in reliance on the agreements of the other Revolving Lenders set forth in Sections Section 3.4(a) and 3.8(b), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrowers Borrower (or for the account of the Borrower and one or more of its Restricted Subsidiaries) denominated in Dollars on any Business Day during the Revolving Commitment Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender; provided, that no Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable Issuing Party shall have no obligation be required to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero andor (iii) unless such Issuing Lender otherwise consents, provided, further, that, if the L/C Obligations with respect to Letters of Credit issued by any Issuing Lender shall issue any Fronted Letter of Credit that results in would exceed the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance Issuing Lender Commitment of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsIssuing Lender. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Termination Revolving Maturity Date; provided provided, that any Letter of Credit with a one-tenor of one year term or less may provide for the automatic renewal thereof at the option of the applicable Borrower for additional one-periods of one year periods or less (which shall in no event extend beyond the date referred to in clause (y) above, subject to the penultimate sentence of this Section 3.1(a), ) so long as such Letter of Credit permits the applicable Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an automatic renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the date referred to in clause (y) above; provided, however, that the Issuing Lender shall not permit any such extension if it has received written notice on or before the right day that is seven Business Days before the Non-Extension Notice Date from any Lender or the Administrative Agent that a Default or Event of Default has occurred and is continuing directing the Issuing Lender not to refuse permit such extension. Notwithstanding anything else herein to the contrary, if agreed by the applicable Issuing Lender, a Letter of Credit may extend up to one year beyond the Revolving Maturity Date; provided, that the Borrower shall deliver cash collateral to the applicable Issuing Lender in an amount equal to 103% of the face amount of such Letter of Credit if at no later than ninety-one (91) days prior to the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Revolving Maturity Date. (ab) No Applicable Issuing Party Lender shall at any time be obligated to issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable the Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or would violate such Issuing Lender’s internal policies or procedures. Notwithstanding anything herein to the contrary, no Issuing Lender shall have an obligation hereunder to issue any Letter of Credit the proceeds of which would be made to any Person (i) to fund any prohibited activity or business of or with any Sanctioned Person, or in any country or territory, that at the time of such funding is the subject of any Sanctions or (ii) in any Secured manner that would result in a violation of any Sanctions by any party to this Agreement. (c) Notwithstanding that a Letter of Credit on behalf issued or outstanding hereunder supports any obligations of, or is for the account of, a Restricted Subsidiary, or states that a Restricted Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any Borrower if rights of the Issuing Lender (xwhether arising by contract, at law, in equity or otherwise) the then Borrowing Base against such Restricted Subsidiary in respect of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Borrower (i) shall reimburse, indemnify and compensate the Issuing Party shall obtain confirmation from Lender hereunder for all obligations in respect of such Letter of Credit (including to reimburse any and all drawings thereunder), as if such Letter of Credit had been issued solely for the Administrative Agent that account of the requirements imposed by clause Borrower and (ii) the Borrower irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the preceding sentence shall be satisfiedobligations of such Restricted Subsidiary in respect of such Letter of Credit. The Borrower hereby acknowledges that the issuance of such Letters of Credit for its Restricted Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Restricted Subsidiaries.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable each Issuing PartyBank, in reliance on the agreements of the other Lenders Banks set forth in Sections Section 3.4(a) and 3.8(b), agrees to issue letters of credit (“Letters of Credit”) in dollars for the account of the Borrowers Company on any Business Day during on and after the Effective Date and until the termination of the Commitment Period (i) of the Issuing Bank in accordance with the case of Fronted Letters of Creditterms hereof, in such form as may be approved from time to time by the Issuing Bank; provided that Barclays Bank PLC shall have no obligation to issue commercial Letters of Credit hereunder; provided, further, that no Issuing Bank shall issue any Letter of Credit if, after giving effect to such Issuing Lender in an aggregate face amount not to issuance, (i) the L/C Obligations would exceed at any one time outstanding such Issuing Lender’s Fronted the L/C Commitment and or (ii) in the case excess of Several Letters the Total Commitment over the aggregate amount of CreditLoans and L/C Obligations then outstanding would be less than zero; provided, substantially in the form of Exhibit L; provided further, that such Applicable no Initial Issuing Party Bank shall have no obligation at any time be obligated to issue any Letter of Credit if, after giving effect to such issuance, the sum of (x) the aggregate undrawn and unexpired amount of the Available Commitments would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter all then outstanding Letters of Credit that results in issued by such Initial Issuing Bank and (y) the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter drawings under Letters of Credit issued by such Initial Issuing Bank that have not then been reimbursed pursuant Section 3.5 would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligationsexceed $100,000,000. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the later of (A) the Original Termination Date; Date and (B) if any Commitments are extended pursuant to Section 2.25, such extended termination date as determined pursuant to Section 2.25, provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) in this sentence above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (ab) No Applicable Issuing Party Bank shall at any time be obligated to issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, Bank or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedLaws.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing Party, in reliance on the agreements of the other Lenders set forth in Sections 3.4(a) and 3.8(b), Bank agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrowers Borrower or, at the Borrower's request, any Subsidiary of the Borrower on any Business Day during the Commitment Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such the Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Bank; provided, that the Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable Issuing Party Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, the aggregate amount Available Commitment for any Lender, or the Letter of the Available Commitments Credit Availability, would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof . (the “Participated Portion”b) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall shall: (i) be denominated in Dollars and shall be either (1) a standby letter of credit issued to support financial obligations (incurred in the ordinary course of business) of the Borrower or Pounds Sterling and any Subsidiary of the Borrower, contingent or otherwise, to pay money (a "Financial Letter of Credit") or (2) a standby letter of credit issued to support non-financial obligations of the Borrower or any Subsidiary of the Borrower, contingent or otherwise, to provide goods or services in the ordinary course of business (a "Performance Letter of Credit"); (ii) have a face amount of (1) not less than $300,000 and (2) not more than the amount that would, after giving effect to the issuance thereof, cause the Available Commitment of any Lender or the Letter of Credit Availability to be less than zero; and (iii) expire (1) no earlier than 30 days after its date of issue and (2) 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 Termination then Final Maturity Date; provided that . (c) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (d) The Issuing Bank shall not at any time be obligated to issue any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (a) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit hereunder if such issuance would conflict with, or cause such Applicable the Issuing Party, Bank or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or Law. (iie) any Secured Each party hereto agrees that, on and at all times after the Closing Date, the Existing Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would shall be less than such Borrower’s aggregate Secured L/C Obligations after giving effect deemed to the issuance of such Secured be a Letter of Credit or (y) issued by the Issuing Bank pursuant hereto for all cash purposes hereunder and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of under the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedother Loan Documents.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing Party, in reliance on the agreements of the other Lenders set forth in Sections 3.4(a) and 3.8(b), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrowers on any Business Day during the Commitment Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable Issuing Party shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, the aggregate amount of the Available Commitments would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.25.3; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (ab) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfied.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyBank, in reliance on the agreements of the other Revolving Credit Lenders set forth in Sections 3.4(a) and 3.8(bsubsection 2.8(a), agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrowers Company on any Business Day during the Revolving Credit Commitment Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such the Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of CreditBank, substantially in the form of Exhibit L; provided that such Applicable (i) the Issuing Party Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (A) the aggregate amount L/C Obligations would exceed the L/C Sublimit or (B) the Aggregate Revolving Credit Outstandings of all the Available Revolving Credit Lenders at such time would exceed the Revolving Credit Commitments would be less than zero and, provided, further, that, if any at such time and (ii) the Issuing Lender Bank shall not issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having unless it shall have received prior written confirmation notice from the Administrative Agent that the issuance of such Fronted Letter of Credit would will not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof violate clause (the “Participated Portion”i) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit above. (and any related Reimbursement Obligationsb) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (i) be denominated in Dollars Dollars, an Eligible L/C Currency or Pounds Sterling such other Offshore Currency as the Company, the Issuing Bank and the Administrative Agent may from time to time agree, (ii) be either (x) a standby letter of credit issued to support obligations of the Company or any of its Subsidiaries, contingent or otherwise or (y) a commercial letter of credit issued in respect of the purchase of goods or services by the Company or any of its Subsidiaries in the ordinary course of business and (iiiii) expire no later than the earlier of (x) the first anniversary date that is 12 months after the date of its date of issuance and (y) the date that is five thirtieth Business Day prior to the Revolving Credit Termination Date, provided that, subject to the immediately preceding clause (y), any standby Letter of Credit may, at the request of the 34 27 Company as set forth in the applicable Letter of Credit Application, be automatically extended on each anniversary of the issuance thereof for an additional period of one year unless the Issuing Bank which issued such Letter of Credit shall have given prior written notice to the Company and the beneficiary of such Letter of Credit at least 30 Business Days prior to the Termination Date; provided that any Letter date of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender termination of such Letter of Credit has the right to refuse to extend that such Letter of Credit if at will not be extended and the time Issuing Bank shall permit such beneficiary, upon receipt of such refusal the applicable Borrower would be unable notice, to satisfy the conditions set forth in Section 5.2; provided further that any Secured draw under such Letter of Credit may prior to the date such Letter of Credit otherwise would have an expiration date up to 364 days after the Termination Datebeen automatically renewed. (ac) No Applicable Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (d) The Issuing Party Bank shall not at any time be obligated to issue (i) any Letter of Credit hereunder if such issuance would conflict with, or cause such Applicable the Issuing Party, Bank or any L/C Participant or any Lender to exceed any limits imposed by, by any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Sections 3.4(a) 2.08 and 3.8(b)2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrowers Issuer or its designee on any Business Day during the period commencing on the Series 2020-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period (iTermination Date to be issued in accordance with Section 2.07(h) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted the L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit LProvider; provided that such Applicable Issuing Party the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the aggregate amount of L/C Obligations would exceed the Available Commitments L/C Commitment or (ii) the Series 2020-1 Class A-1 Outstanding Principal Amount would be less than zero and, provided, further, thatexceed the Series 2020-1 Class A-1 Notes Maximum Principal Amount. Notwithstanding anything herein to the contrary, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted a requested Letter of Credit would not result cause the Series 2020-1 Class A-1 Outstanding Principal Amount attributable to the L/C Provider (in its capacity as Committed Note Purchaser and L/C Provider) to exceed its Commitment Amount (an “LC Commitment Excess”), the aggregate amount Investor Groups shall effectuate a reallocation of the Available Commitments being less than zeroSeries 2020-1 Class A-1 Outstanding Principal Amounts to the extent necessary so that, the provisions of Section 3.4 shall be applicable to immediately after such Fronted requested Letter of Credit only to is issued, no LC Commitment Excess would exist; provided that the extent of the portion thereof (the “Participated Portion”) that, if Issuer shall not be liable for any Series 2020-1 Breakage Amounts resulting solely from any such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligationsreallocations. Each Letter of Credit shall (ix) be denominated in Dollars or Pounds Sterling Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuer and the L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof at the option of the applicable Borrower for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the date referred to in clause (yRequired Expiration Date) above), so long as unless the Issuing Lender L/C Provider notifies each beneficiary of such Letter of Credit has at least thirty (30) calendar days prior to the right to refuse to extend then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit if at the time of such refusal the applicable Borrower would shall not be unable to satisfy the conditions set forth in Section 5.2renewed; provided further that any Secured Letter of Credit may have an expiration date up that is later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to 364 days after such Letter of Credit has been fully cash collateralized by the Issuer in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. (a) No Applicable Issuing Party . The L/C Provider shall not at any time issue be obligated to (iI) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause such Applicable Issuing Party, any L/C Participant or any Lender Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (iiII) amend any Secured Letter of Credit on behalf of any Borrower hereunder if (x1) the then Borrowing Base L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Borrower would Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issue and shall cause the Trustee to authenticate the Series 2020-1 Class A-1 L/C Note, which the Issuer shall deliver to the L/C Provider on the Series 2020-1 Closing Date; provided that, if such Series 2020-1 Class A-1 L/C Note is an Uncertificated Note, the Trustee shall instead register it as described in Section 4.1(f) of the Series 2020-1 Supplement. Such Series 2020-1 Class A-1 L/C Note shall be less than dated the Series 2020-1 Closing Date, shall be registered in the name of the L/C Provider or in such Borrower’s aggregate Secured other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2020-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (unless it is an Uncertificated Note) shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2020-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2020-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2020-1 Class A-1 L/C Note and shall be deemed to be Series 2020-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2020-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2020-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2020-1 Class A-1 L/C Note. The L/C Provider and the Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Issuer by the L/C Provider) (an “Application”), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration date of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2020-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2020-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the issuance of such Secured Letter of Credit requested issuance, the Series 2020-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2020-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or (y) all cash document believed by it to be genuine and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant correct and to Section 1 of Article II have been signed or sent by the proper Person or Persons of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter Administrative Agent for purposes of Credit, determining whether the Applicable Issuing Party shall obtain L/C Provider received such prior written confirmation from the Administrative Agent that with respect to any Letter of Credit), the requirements imposed by clause L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (iibut in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the preceding sentence Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Issuer shall pay to the L/C Provider the L/C Quarterly Fees (as defined in the Series 2020-1 Class A-1 Notes Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2020-1 Class A-1 Notes Fee Letter and subject to the Priority of Payments. (e) [Reserved]. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (g) The Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be satisfiedlimited to the undrawn portion of the L/C Commitment. If requested by the Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2020-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate, and the issuance

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable each Issuing PartyLender, in reliance on the agreements of the other Lenders set forth in Sections Section 3.4(a) and 3.8(b), agrees to issue at the request of the Borrower letters of credit (each a “Letters Letter of Credit”) for the account of the Borrowers any Group Member on any Business Day during the Commitment Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable (i) the Borrower shall not request, and no Issuing Party Lender shall have no obligation be required to issue issue, any Letter of Credit if, if after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the aggregate 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 Available Commitments would be less than zero and, provided, further, that, if any all Letters of Credit issued by such Issuing 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 Sublimit then in effect, or (C) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in OptionalL/C Foreign Currencies plus (y) 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 issue any Fronted be a co-applicant, and jointly and severally liable with respect to, each Letter of Credit that results in issued for the aggregate amount account of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsGroup Member. Each Letter of Credit shall (ix) be denominated in Dollars or Pounds Sterling or, if agreed by the applicable Issuing Lender, any OptionalL/C Foreign Currency and (iiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is five Business Days one year after the date of issuance of such Letter of Credit and (B) thirty (30) days prior to the Termination DateDate then in effect; provided provided, that any Letter of Credit with a one-year term tenor may provide for the subsequent or successive renewal or automatic renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause (y) aboveB). If agreed by an Issuing Lender, so long as the 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 such Letter of Credit has the right to refuse to extend any such Letter of Credit if at the time aggregate face amount of all such Letters of Credit outstanding on the date of such refusal request and giving effect to the applicable Borrower proposed issuance would be unable to satisfy exceed the conditions set forth in Section 5.2; provided further that any Secured Letter Dollar Equivalent of Credit may have an expiration date up to 364 days after the Termination Date$10,000,000. (ab) No Applicable An Issuing Party Lender shall not at any time be obligated to issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable the Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Sections 3.4(a) 2.08 and 3.8(b)2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrowers Master Issuer or its designee on any Business Day during the period commencing on the Series 2017-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period (iTermination Date to be issued in accordance with Section 2.07(h) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted the L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit LProvider; provided that such Applicable Issuing Party the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the aggregate amount of L/C Obligations would exceed the Available Commitments L/C Commitment or (ii) the Series 2017-1 Class A-1 Outstanding Principal Amount would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in exceed the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsSeries 2017-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars or Pounds Sterling Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Master Issuer and the L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof at the option of the applicable Borrower for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the date referred to in clause (yRequired Expiration Date) above), so long as unless the Issuing Lender L/C Provider notifies the beneficiary of such Letter of Credit has at least 30 calendar days prior to the right to refuse to extend then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit if at the time of such refusal the applicable Borrower would shall not be unable to satisfy the conditions set forth in Section 5.2renewed; provided further that any Secured Letter of Credit may have an expiration date up that is later than the Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to 364 days after such Letter of Credit has been fully cash collateralized by the Termination Date. Master Issuer in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (ay) No Applicable Issuing such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, on its behalf, and (B) the Control Party as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time issue be obligated to (iI) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause such Applicable Issuing Party, any L/C Participant or any Lender Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (iiII) amend any Secured Letter of Credit on behalf of any Borrower hereunder if (x1) the then Borrowing Base L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Borrower would Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2017-1 Class A-1 L/C Note, which the Master Issuer shall deliver to the L/C Provider on the Series 2017-1 Closing Date. Such Series 2017-1 Class A-1 L/C Note shall be less than dated the Series 2017-1 Closing Date, shall be registered in the name of the L/C Provider or in such Borrower’s aggregate Secured other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2017-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2017-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2017-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2017-1 Class A-1 L/C Note and shall be deemed to be Series 2017-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2017-1 Supplement, the outstanding principal amount evidenced by the Series 2017-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider either (i) provide a new Letter of Credit and (ii) provide a new “back-to-back” Letter of Credit to an existing letter of credit provider to secure a letter of credit in existence prior to the Series 2017-1 Closing Date, by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2017-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2017-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2017-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2017-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2017-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2017-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2017-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2017-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts. (g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Secured Letter of Credit or (y) all cash Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and Eligible Securities constituting such Borrowing Base are not then held in an Account the issuance of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from L/C Provider or a Person selected by (at the Administrative Agent that the requirements imposed by clause (ii) expense of the preceding sentence L/C Provider) the Master Issuer shall be satisfied.issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit

L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, the Applicable each Issuing PartyLender, in reliance on the agreements of the other Lenders set forth in Sections 3.4(a) and 3.8(bSection 5.4(a), agrees to issue new letters of credit (“Letters of Credit”) for the account of any Borrower requesting the Borrowers same and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day during from the Commitment Period (i) in Closing Date until the case of Fronted Letters of Credit, date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable Issuing Party Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment (ii) the aggregate amount of the Available Utilized Revolving Commitments would be less greater than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of Revolving Loan Commitments or (iii) the Available Utilized Revolving Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit Borrower would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to exceed such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsBorrower’s Sublimit. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling and Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the applicable Issuing Lender) and expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Termination Maturity Date; provided that any Letter provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with a one-year term may provide for Section 5.9, on terms and conditions satisfactory to the renewal thereof Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by Xxxxx’x and is at least BBB- as published by Fitch or (ii) fifteen days preceding the option of Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the applicable Borrower for additional one-year periods (which shall in no event extend beyond Administrative Agent and Issuing Lenders, an amount equal to the date referred L/C Obligations with respect to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter Letters of Credit if at the time relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by Xxxxx’x or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such refusal Letters of Credit of (i) the applicable relevant Borrower would shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be unable reinstated, to satisfy the conditions extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date10.2(c). (ab) No Applicable Issuing Party Lender shall at any time be obligated to issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement requirement of Law or law. (iic) any Secured Letter Each Issuing Lender’s share of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations Commitment (so determined) shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in Schedule 1.1. The “Maximum L/C Commitment” of any Issuing Lender that becomes an Issuing Lender after giving effect the date hereof pursuant to the issuance definition of the “Issuing Lender” shall be the amount specified by the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established Issuing Lender. In no event shall any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 1 of Article II 2.6. Concurrently with any reduction of the applicable Collateral Account Control Agreement. Prior Revolving Loan Commitments pursuant to issuing any Secured Letter of CreditSection 2.5, the Applicable “Maximum L/C Commitment” of each Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence Lender shall be satisfiedautomatically reduced pro rata.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Sections 3.4(a) 2.08 and 3.8(b)2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrowers Master Issuer or its designee on any Business Day during the period commencing on the Series 2017-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period (iTermination Date to be issued in accordance with Section 2.07(h) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted the L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit LProvider; provided that such Applicable Issuing Party the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the aggregate amount of L/C Obligations would exceed the Available Commitments L/C Commitment or (ii) the Series 2017-1 Class A-1 Outstanding Principal Amount would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in exceed the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsSeries 2017-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars or Pounds Sterling Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Master Issuer and the L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the 17 Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof at the option of the applicable Borrower for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the date referred to in clause (yRequired Expiration Date) above), so long as unless the Issuing Lender L/C Provider notifies the beneficiary of such Letter of Credit has at least 30 calendar days prior to the right to refuse to extend then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit if at the time of such refusal the applicable Borrower would shall not be unable to satisfy the conditions set forth in Section 5.2renewed; provided further that any Secured Letter of Credit may have an expiration date up that is later than the Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to 364 days after such Letter of Credit has been fully cash collateralized by the Termination Date. Master Issuer in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (ay) No Applicable Issuing such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, on its behalf, and (B) the Control Party as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time issue be obligated to (iI) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause such Applicable Issuing Party, any L/C Participant or any Lender Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (iiII) amend any Secured Letter of Credit on behalf of any Borrower hereunder if (x1) the then Borrowing Base L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Borrower would Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2017-1 Class A-1 L/C Note, which the Master Issuer shall deliver to the L/C Provider on the Series 2017-1 Closing Date. Such Series 2017-1 Class A-1 L/C Note shall be less than dated the Series 2017-1 Closing Date, shall be registered in the name of the L/C Provider or in such Borrower’s aggregate Secured other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2017-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the 18 Series 2017-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2017-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2017-1 Class A-1 L/C Note and shall be deemed to be Series 2017-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2017-1 Supplement, the outstanding principal amount evidenced by the Series 2017-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider either (i) provide a new Letter of Credit and (ii) provide a new “back-to-back” Letter of Credit to an existing letter of credit provider to secure a letter of credit in existence prior to the Series 2017-1 Closing Date, by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2017-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2017-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2017-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2017-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2017-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C 19 Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2017-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2017-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2017-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts. (g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Secured Letter of Credit or (y) all cash Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and Eligible Securities constituting such Borrowing Base are not then held in an Account the issuance of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable L/C Provider or a Person selected by (at the expense of the L/C Provider) the Master Issuer shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit 20 satisfies the L/C Issuing Party shall obtain confirmation Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Master Issuer being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “P-2” from the Administrative Agent that the requirements imposed by clause Xxxxx’x and “A-2” from S&P and (ii) a long-term unsecured debt rating of not less than “Baa2” from Xxxxx’x or “BBB” from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the preceding sentence shall be satisfiedbeneficiary of such proposed Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Sections 3.4(a) 2.08 and 3.8(b)2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrowers Co-Issuers on any Business Day during the period commencing on the Series 2015-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period (iTermination Date to be issued in accordance with Section 2.07(h) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted the L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit LProvider; provided that such Applicable Issuing Party the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the aggregate amount of L/C Obligations would exceed the Available Commitments L/C Commitment or (ii) the Series 2015-1 Class A-1 Outstanding Principal Amount would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in exceed the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsSeries 2015-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars or Pounds Sterling Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Co-Issuers and the L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof at the option of the applicable Borrower for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the date referred to in clause (yRequired Expiration Date) above), so long as unless the Issuing Lender L/C Provider notifies the beneficiary of such Letter of Credit has at least 30 calendar days prior to the right to refuse to extend then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit if at the time of such refusal the applicable Borrower would shall not be unable to satisfy the conditions set forth in Section 5.2renewed; provided further provided, further, that any Secured Letter of Credit may have an expiration date up that is later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to 364 days after such Letter of Credit has been fully cash collateralized by the Co-Issuers in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. . Additionally, each Interest Reserve Letter of Credit shall (a1) No Applicable Issuing name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, as the beneficiary thereof; (2) allow the Trustee or the Control Party on its behalf to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time issue be obligated to (iI) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause such Applicable Issuing Party, any L/C Participant or any Lender Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (iiII) amend any Secured Letter of Credit on behalf of any Borrower hereunder if (x1) the then Borrowing Base L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Borrower would Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the initial Series 2015-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2015-1 Closing Date. Such initial Series 2015-1 Class A-1 L/C Note shall be less than dated the Series 2015-1 Closing Date, shall be registered in the name of the L/C Provider or in such Borrower’s aggregate Secured other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2015-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2015-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2015-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2015-1 Class A-1 L/C Note and shall be deemed to be Series 2015-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2015-1 Supplement, the outstanding principal amount evidenced by the Series 2015-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Co-Issuers may (or shall cause the Manager on their behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2015-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2015-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2015-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2015-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2015-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Co-Issuers shall jointly and severally pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2015-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2015-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) In addition, the Co-Issuers shall jointly and severally pay to or reimburse the L/C Provider for the account of the applicable L/C Issuing Bank the L/C Fronting Fees, if any, in accordance with the terms of the Series 2015-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (g) The Co-Issuers may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Secured Letter of Credit or (y) all cash Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and Eligible Securities constituting such Borrowing Base are not then held in an Account the issuance of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable L/C Provider or a Person selected by (at the expense of the L/C Provider) the Co-Issuers shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Party shall obtain confirmation Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Co-Issuers being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “P-2” from the Administrative Agent that the requirements imposed by clause Xxxxx’x and “A-2” from S&P and (ii) a long-term unsecured debt rating of not less than “Baa2” from Xxxxx’x or “BBB” from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the preceding sentence shall be satisfiedbeneficiary of such proposed Letter of Credit.

L/C Commitment. Subject to Section 2.3.1 and the other terms and conditions hereofprovisions of this Agreement, the Applicable Issuing Party, in reliance on the agreements of the other Lenders set forth in Sections 3.4(a) and 3.8(b), Lender agrees to issue letters of credit (standby, documentary and trade), in each case containing such terms and conditions as are permitted by this Agreement and are reasonably satisfactory to the Issuing Lender (each, a “Letters Letter of 1377643.07 Credit”) ), at the request of and for the account of the Borrowers on any Business Day during the Commitment Period (i) in the case of Fronted Letters of Credit, in such form as may be approved Company from time to time before the scheduled Termination Date and, as more fully set forth in Section 2.3.2, each Lender with a Revolving Commitment agrees to purchase a participation in each such Letter of Credit; provided that (a) the aggregate Stated Amount of all Letters of Credit shall not at any time exceed Twenty Five Million Dollars ($25,000,000) and (b) the Revolving Outstandings shall not at any time exceed the Revolving Commitment (less the amount of any Swing Line Loans outstanding at such time). Subject to the foregoing limitations in this Section, and the other requirements in this Agreement, the Administrative Agent, the Issuing Lender, the Company and each Lender agrees that any letter of credit issued by such the Letter of Credit Issuer prior to the date of this Agreement for the account of the Company or any other Loan Party shall, for all purposes, be deemed to be a Letter of Credit under this Agreement and under the other Loan Documents, including, without limitation the following letters of credit: (i) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LOC #S580339 in the amount of $325,000.00, naming Safety National Casualty as beneficiary, and bearing an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and expiry date of April 29, 2008, (ii) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LOC #S580338 in the case amount of Several Letters $450,000.00, naming Kxxxxx Insurance as beneficiary, and bearing an expiry date of CreditMay 6, substantially 2008, (iii) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LOC #S580337 in the form of Exhibit L; provided that such Applicable Issuing Party shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, the aggregate amount of $4,730,381.00, naming The Travelers Indemnity Company as beneficiary, and bearing an expiry date of May 6, 2008, (iv) the Available Commitments would be less than zero and, provided, further, that, if any outstanding letter of credit issued for the account of the Company by the Issuing Lender shall issue any Fronted Letter of Credit that results bearing LOC #S599094 in the aggregate amount of $230,000, naming Mutual Indemnity Ltd. as beneficiary, bearing an expiry date of June 5, 2008, (v) the Available Commitments being less than zero without having received prior written confirmation from outstanding letter of credit issued for the Administrative Agent that account of the issuance of such Fronted Letter of Credit would not result Company by the Issuing Lender bearing LOC #S599096 in the aggregate amount of $1,523,000, naming Lumbermens Mutual Casualty Company as beneficiary, bearing an expiry date of June 5, 2008, (vi) the Available Commitments being less than zero, outstanding letter of credit issued for the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent account of the portion thereof (Company by the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted Issuing Lender bearing LOC # S599093 in the aggregate amount of $922,494, naming Reliance Insurance Company as beneficiary, bearing an expiry of June 6, 2008, (vii) the Available Commitment being less than zero and outstanding letter of credit issued for the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority account of the security provided Company by the Collateral to all other Obligations. Each Letter Issuing Lender bearing LC #S599259 in the amount of Credit shall $11,122,500, naming The Travelers Indemnity Company as beneficiary, bearing an expiry of June 6, 2008, (iviii) be denominated the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LC #S599337 in Dollars or Pounds Sterling the amount of $2,000,000, naming Wal-Mart Stores Inc. as beneficiary, bearing an expiry of June 6, 2008, (ix) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LC #S599095 in the amount of $1,500,000, naming Nova Information Systems, Inc. as beneficiary, bearing an expiry of June 30, 2008, and (ii) expire no later than the earlier of (x) the first anniversary outstanding letter of its date of issuance and (y) the date that is five Business Days prior to the Termination Date; provided that any Letter of Credit with a one-year term may provide credit issued for the renewal thereof at the option account of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as Company by the Issuing Lender bearing LC #S599260 in the amount of such Letter $596,000, naming Royal Indemnity Company on Behalf of Credit has the right to refuse to extend such Letter itself and its Affiliated Companies as beneficiary, bearing an expiry of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination DateJune 6, 2008. (a) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfied.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyLender, in reliance on the agreements of the other Revolving Lenders set forth in Sections Section 3.4(a) and 3.8(b), agrees to issue letters of credit (“Letters of Credit”) (x) upon the request of the U.S. Borrower, for the account of the Borrowers U.S. Borrower, any Domestic Subsidiary or any Canadian Subsidiary, in each case on any Business Day during the Revolving Commitment Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such the Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable the Issuing Party Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the L/C Obligations in respect of Letters of Credit issued by it would exceed $20,000,000, (iii) the aggregate amount of the Available Revolving Commitments would be less than zero andor (iv) with respect to any Lender, providedthe sum of (x) the Swingline Exposure of such Lender (in its capacity as the Swingline Lender (if applicable) and a Revolving Lender), further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in (y) the aggregate principal amount of the Available Commitments being less than zero without having received prior written confirmation from Dollar Equivalent of the Administrative Agent that outstanding Revolving Loans made by such Lender and (z) the issuance L/C Exposure of such Fronted Letter of Credit Lender would not result exceed its Revolving Commitment then in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligationseffect. Each Letter of Credit shall (i) (x) be denominated in Dollars or Pounds Sterling an Acceptable Foreign Currency and (iiy) expire no later than the earlier of (x1) the first anniversary of its date of issuance and (y2) the date that is five Business Days prior to the Revolving Termination Date; , provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y2) above), ; provided further that any Letter of Credit may (notwithstanding clause (2) or the immediately preceding proviso above) expire after the date that is five Business Days prior to the Revolving Termination Date so long as the Issuing Lender of has approved such expiration date and such Letter of Credit has is cash collateralized or otherwise backstopped in a manner reasonably acceptable to the right Issuing Lender at least eight Business Days prior to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Revolving Termination Date. (ab) No Applicable Subject to the terms and conditions hereof, each Existing Letter of Credit shall, effective as of the Restatement Effective Date, and without further action by any Borrower, be continued as a Letter of Credit hereunder, and from and after the Restatement Effective Date shall be deemed to be a Letter of Credit for all purposes hereof and shall be subject to and governed by the terms and conditions hereof. (c) The Issuing Party Lender shall not at any time be obligated to issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable the Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyLender, in reliance on the agreements of the other Revolving Lenders set forth in Sections 3.4(a) and 3.8(bSection 3.10(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrowers Borrower on any Business Day during the Commitment Revolving Availability Period (i) substantially in the case form of Fronted Letters of Credit, Exhibit L or in such other form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such the Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable the Issuing Party Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall or a longer period if agreed to by the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) aboveabove may provide for automatic renewals pursuant to Section 3.8(b), so long as the Issuing Lender of such . Each Letter of Credit has issued on a sight basis only and governed by laws of the right State of New York (unless the laws of another jurisdiction is agreed to refuse to extend such Letter of Credit if at by the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Daterespective Issuing Lender) and governed under The International Standby Practices (ISP98). (ab) No Applicable The Issuing Party Lender shall not at any time be obligated to issue (i) any Letter of Credit hereunder if (i) such issuance would conflict with, or cause such Applicable the Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or Law, (ii) any Secured Letter of Credit on behalf order, judgment or decree of any Borrower if (x) Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to Issuing Lender from issuing the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, or any Requirements of Law applicable to the Applicable Issuing Party Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall obtain confirmation from the Administrative Agent prohibit, or request that the requirements imposed by clause Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (iifor which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Amendment No. 6 Effective Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Amendment No. 6 Effective Date and which the Issuing Lender in good xxxxx xxxxx material to it and (iii) the issuance of the preceding sentence shall be satisfiedLetter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally.

L/C Commitment. Subject to the terms and conditions hereof, the Applicable each Issuing PartyLender, in reliance on the agreements of the other Revolving Lenders set forth in Sections Section 3.4(a) and 3.8(b), agrees agrees, in the case of Credit Suisse AG, to continue under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the expiration or earlier termination thereof and, in the case of each other Issuing Lender, to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) under the Revolving Commitments for the account of the Borrowers Borrower or any Guarantor on any Business Day during the Revolving Commitment Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable no Issuing Party Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) any Revolving Lender’s Available Revolving Commitment or the aggregate amount of the Available Revolving Commitments would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling any Permitted Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five three Business Days prior to the Revolving Termination DateDate (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (a) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfied.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Sections 3.4(a) 2.08 and 3.8(b)2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of either or both of the Borrowers Co-Issuers on any Business Day during the period commencing on the Series 2022-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period (iTermination Date to be issued in accordance with Section 2.07(h) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted the L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit LProvider; provided that such Applicable Issuing Party the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the aggregate amount of L/C Obligations would exceed the Available Commitments L/C Commitment, (ii) the Series 2022-1 Class A-1 Outstanding Principal Amount would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in exceed the aggregate amount of Series 2022-1 Class A-1 Notes Maximum Principal Amount or (iii) the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only Series 2022-1 Class A-1 Outstanding Principal Amount attributable to the extent of the portion thereof L/C Provider (the “Participated Portion”in its capacity as Committed Note Purchaser and L/C Provider) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available exceed its Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsAmount. Each Letter of Credit shall (ix) be denominated in Dollars or Pounds Sterling Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Co-Issuers and the L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof at the option of the applicable Borrower for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the date referred to in clause (yRequired Expiration Date) above), so long as unless the Issuing Lender L/C Provider notifies each beneficiary of such Letter of Credit has at least thirty (30) calendar days prior to the right to refuse to extend then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit if at the time of such refusal the applicable Borrower would shall not be unable to satisfy the conditions set forth in Section 5.2renewed; provided further provided, further, that any Secured Letter of Credit may have an expiration date up that is later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to 364 days after such Letter of Credit has been fully cash collateralized by the Co-Issuers in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. . Additionally, each Interest Reserve Letter of Credit issued hereunder shall (a1) No Applicable Issuing name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Accounts or the Senior Subordinated Notes Interest Reserve Accounts, as applicable, pursuant to the Indenture; (3) shall have an expiration date of no later than ten (10) Business Days prior to the Class A-1 Notes Renewal Date; and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the applicable Senior Notes Interest Reserve Account or the applicable Senior Subordinated Notes Interest Reserve Account, as applicable, or such other Account, as permitted pursuant to the terms of the Indenture. The L/C Provider shall not at any time issue be obligated to (iI) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause such Applicable Issuing Party, any L/C Participant or any Lender Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (iiII) amend any Secured Letter of Credit on behalf of any Borrower hereunder if (x1) the then Borrowing Base L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Borrower would Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the Series 2022-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2022-1 Closing Date; provided that, if such Series 2022-1 Class A-1 L/C Note is an Uncertificated Note, the Trustee shall instead register it as described in Section 4.1(f) of the Series Supplement. Such Series 2022-1 Class A-1 L/C Note shall be less than dated the Series 2022-1 Closing Date (if in the form of a Definitive Note), shall be registered in the name of the L/C Provider or in such Borrower’s aggregate Secured other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2022-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (unless it is an Uncertificated Note) shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2022-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2022-1 Class A-1 L/C Note and shall be deemed to be Series 2022-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2022-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Co-Issuers may (or shall cause the Manager on their behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2022-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2022-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the issuance of such Secured Letter of Credit requested issuance, the Series 2022-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or (y) all cash document believed by it to be genuine and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant correct and to Section 1 of Article II have been signed or sent by the proper Person or Persons of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter Administrative Agent for purposes of Credit, determining whether the Applicable Issuing Party shall obtain L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager and the Co-Issuers (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Co-Issuers shall pay to the L/C Provider the L/C Quarterly Fees (as defined in the Series 2022-1 Class A-1 Notes Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2022-1 Class A-1 Notes Fee Letter and subject to the Priority of Payments. (e) [Reserved]. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the requirements imposed provisions of this Article II, the provisions of this Article II shall apply. (g) The Co-Issuers may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by clause the Co-Issuers in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Series 2022-1 Class A-1 Outstanding Principal Amounts, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate, a Person selected by the Co-Issuers (at the expense of the L/C Provider) shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) or such other Person selected by the Co-Issuers (at the expense of the L/C Provider), in each case in its capacity as the issuer of such Letter of Credit being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “A-2” (or then equivalent grade) from S&P and (ii) a long-term unsecured debt rating of not less than “BBB” (or then equivalent grade) from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the preceding sentence shall be satisfiedbeneficiary or beneficiaries of such proposed Letter of Credit.

L/C Commitment. (a) As of the Closing Date, the letters of credit listed on Schedule 3.1 shall be deemed to have been issued hereunder and be deemed to be Letters of Credit for all purposes hereunder. Subject to the terms and conditions hereof, the Applicable Issuing PartyLender, in reliance on the agreements of the other US$ Revolving Lenders set forth in Sections Section 3.4(a) and 3.8(b), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrowers Parent Borrower or, subject to Section 3.2, any Subsidiary on any Business Day during the Revolving Commitment Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such the Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable the Issuing Party Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the Dollar Equivalent of the L/C Obligations (as determined by the Administrative Agent) would exceed the L/C Commitment or (ii) the aggregate amount of the Available US$ Revolving Commitments would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (i) be denominated provide for payment of drawings in Dollars or Pounds Sterling in a foreign currency reasonably acceptable to the Administrative Agent, and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance issuance, or such longer annual periods as the Issuing Lender may agree, and (y) the date that is five Business Days prior to the Revolving Termination Date; , provided that any Letter of Credit with a one-year term described in clause (x) above may provide for the renewal thereof at the option of the applicable Borrower for additional one-year annual periods (which shall in no event extend beyond the date referred to in clause (y) above). Notwithstanding the foregoing, so long as the Issuing Lender Lender, in its sole discretion, may issue one or more Letters of such Credit, each with an expiration date extending beyond the Revolving Termination Date (each a “Designated Letter of Credit” and, collectively, the “Designated Letters of Credit”); provided that on or before the date that is 120 days prior to the Revolving Termination Date, to the extent that any Designated Letter of Credit has remains outstanding, the right applicable Borrower shall cash collateralize the aggregate then undrawn and unexpired amount of all Designated Letters of Credit outstanding at such time in accordance with the provisions of Section 8. In the event that the applicable Borrower fails to refuse cash collateralize the outstanding Designated Letters of Credit by the date that is 90 days prior to extend the Revolving Termination Date, each such outstanding Designated Letter of Credit if at shall automatically be deemed drawn in full and such Borrower shall be deemed to have requested a Revolving Loan to be funded by the time Lenders on the date that is 90 days prior to the Revolving Termination Date to reimburse such drawing (with the proceeds of such refusal the applicable Borrower would be unable Revolving Loan being used to satisfy the conditions cash collateralize outstanding Designated Letters of Credit as set forth in above). Subject to Section 5.2; provided further that any Secured Letter 2.3 and Section 5.2 hereof, the funding by a Lender of Credit may have an expiration date up its pro rata share of such Revolving Loan to 364 days after cash collateralize the Termination Date. (a) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter outstanding Designated Letters of Credit on behalf the Revolving Termination Date shall be deemed payment by such Lender in respect of any Borrower if (x) the then Borrowing Base of its participation in each such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Designated Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfied.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable each U.S. Issuing PartyLender, in reliance on the agreements of the other Lenders U.S. L/C Participants set forth in Sections 3.4(a) and 3.8(bSection 3.10(a), agrees to issue documentary or standby letters of credit (“U.S. Letters of Credit”) for the account of the Borrowers U.S. Borrower on any Business Day during the Revolving Commitment Period (i) in for the case of Fronted Letters of Credit, U.S. Revolving Facility in such form as may be approved from time to time by such U.S. Issuing Lender; provided, that no U.S. Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable Issuing Party shall have no any obligation to issue any U.S. Letter of Credit if, after giving effect to such issuance, (i) the U.S. L/C Obligations would exceed the U.S. L/C Sub Commitment or (ii) the aggregate amount of the Available U.S. Revolving Commitments of all U.S. Revolving Lenders would be less than zero andzero. On the Second Restatement Date, provided, further, that, if any Issuing Lender shall issue any Fronted Letter the Existing Letters of Credit that results in will automatically, without any action on the aggregate amount part of any Person, be deemed to be U.S. Letters of Credit issued hereunder for the account of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance U.S. Borrower for all purposes of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero this Agreement and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsLoan Documents. Each U.S. Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Termination DateDate of the U.S. Revolving Facility; provided that any U.S. Letter of Credit with a one-one year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-one year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) Subject to the terms and conditions hereof, so long as each Canadian Issuing Lender, in reliance on the Issuing Lender agreements of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions Canadian L/C Participants set forth in Section 5.23.10(d), agrees to issue documentary or standby letters of credit (“Canadian Letters of Credit”) for the account of the Canadian Borrower on any Business Day during the Revolving Commitment Period for the Canadian Revolving Facility in such form as may be approved from time to time by such Canadian Issuing Lender; provided further provided, that no Canadian Issuing Lender shall have any Secured obligation to issue any Canadian Letter of Credit may have an expiration date up if, after giving effect to 364 days after the Termination Date. (a) No Applicable Issuing Party shall at any time issue such issuance, (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, any the Canadian L/C Participant or any Lender to Obligations would exceed any limits imposed by, any applicable Requirement of Law the Canadian L/C Sub Commitment or (ii) any Secured the aggregate amount of the Available Canadian Revolving Commitments of all Canadian Revolving Lenders would be less than zero. Each Canadian Letter of Credit on behalf shall (i) be denominated in Canadian Dollars or Dollars and (ii) expire no later than the earlier of any Borrower if (x) the then Borrowing Base first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Revolving Termination Date of the Canadian Revolving Facility; provided that any Canadian 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). (c) Subject to the terms and conditions hereof, each Replacement Issuing Lender under any Replacement Revolving Facility, in reliance on the agreements of the Replacement L/C Participants set forth in Section 3.10(g), agrees to issue documentary or standby letters of credit (“Replacement Letters of Credit”) for the account of the Borrower under such Borrower Replacement Revolving Facility on any Business Day during the Revolving Commitment Period for such Replacement Revolving Facility in such form as may be approved from time to time by such Replacement Issuing Lender; provided, that no Replacement Issuing Lender shall have any obligation to issue any Replacement Letter of Credit under any Replacement Revolving Facility if, after giving effect to such issuance, (i) the Replacement L/C Obligations under such Replacement Revolving Facility would exceed the Replacement L/C Sub Commitment under such Replacement Revolving Facility or (ii) the aggregate amount of the Available Replacement Revolving Commitments of all Replacement Revolving Lenders under such Replacement Revolving Facility would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured zero. Each Replacement Letter of Credit shall (i) be denominated in (x) Dollars (in the case of any Replacement Revolving Facility of the U.S. Borrower) or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held Dollars or Canadian Dollars (in an Account the case of such Borrower established pursuant to Section 1 of Article II any Replacement Revolving Facility of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause Canadian Borrower) and (ii) expire no later than the earlier of (x) the preceding sentence first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Revolving Termination Date of such Replacement Revolving Facility; provided that any Replacement Letter of Credit with a one year term may provide for the renewal thereof for additional one year periods (which shall be satisfiedin no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Prior to the Closing Date, the Issuing Lenders have issued the Existing Letters of Credit under the Existing Credit Agreement which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, the Applicable each Issuing PartyLender, in reliance on the agreements of the other Lenders set forth in Sections Section 3.4(a) and 3.8(b), agrees to issue letters of credit (“the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with any Existing Letters of Credit”, collectively, the "Letters of Credit") for the account of the Borrowers Borrower on any Business Day during the Revolving Credit Commitment Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender; provided, that no Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable Issuing Party shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (i) be in form and substance reasonably acceptable to the Issuing Lender, (ii) be denominated in Dollars or Pounds Sterling and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (a) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfied.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyBank, in reliance on the agreements of the other Lenders set forth in Sections 3.4(asubsection 3.3 (a) and 3.8(b), agrees to issue letters of credit (“together with the Existing Letters of Credit”, "LETTERS OF CREDIT") for the account of the Borrowers Borrower on any Business Day during the Working Capital Revolving Credit Commitment Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such the Issuing Lender in an aggregate face amount Bank; PROVIDED that the Issuing Bank shall not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable Issuing Party shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed $15,000,000 or (ii) the aggregate amount Available Working Capital Revolving Credit Commitments of the Available Commitments all Lenders would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof . (the “Participated Portion”b) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall shall: (i) be denominated in Dollars Dollars, be in a minimum amount of at least $20,000 and shall be either (x) a standby letter of credit issued to support obligations of the Borrower and its Subsidiaries, contingent or Pounds Sterling otherwise, not prohibited hereunder (a "STANDBY LETTER OF CREDIT"), or (y) a commercial letter of credit issued in respect of the purchase of good or services by the Borrower and its Subsidiaries in the ordinary course of business (a "COMMERCIAL LETTER OF CREDIT"); and (ii) expire no later than the earlier of (x) 180 days after its issuance (or, 365 days in the first anniversary case of its date a Standby Letter of issuance Credit) and (y) the date Working Capital Revolving Credit Termination Date; PROVIDED that is five the immediately preceding clause (x) shall not prevent the Issuing Bank from agreeing that a Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each unless the Issuing Bank elects not to extend for any such additional period; PROVIDED FURTHER that the Issuing Bank shall deliver a written notice to the Administrative Agent setting forth the last day on which the Issuing Bank may give notice that it will not extend such Standby Letter of Credit (the "NOTIFICATION DATE") at least ten Business Days prior to the Termination such Notification Date; provided and PROVIDED FURTHER that the Issuing Bank shall give notice that it will not extend such Standby Letter of Credit if has knowledge that an Event of Default has occurred and is continuing on such Notification Date, unless such Event of Default has been waived in accordance with subsection 13.1. (c) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (Credit Agreement) (d) The Issuing Bank shall not at any time be obligated to issue any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (a) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit hereunder if such issuance would conflict with, or cause such Applicable the Issuing Party, Bank or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyLender, in reliance on the agreements of the other Lenders set forth in Sections Section 3.4(a) and 3.8(b), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrowers Borrower on any Business Day during the Revolving Commitment Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such the Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable the Issuing Party Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero andzero, provided, further, (provided that, if this clause (ii) shall not be a condition precedent with respect to the issuance of any Issuing Lender shall issue any Fronted Letter of Credit to the extent that results such Letter of Credit is Cash Collateralized concurrently with the issuance thereof in an amount not less than the aggregate Minimum Collateral Amount) or (iii) the outstanding amount of the Available Commitments being less than zero L/C Obligations of the applicable Issuing Lender (determined for such purpose without having received prior written confirmation from giving effect to the Administrative Agent that participations therein of the L/C Participants pursuant to Section 3.4) would exceed such Issuing Lender’s L/C Commitment (unless such Issuing Lender has consented thereto) or (iv) after the occurrence and during the continuance of a Partial Trigger Event if after giving effect to such Letter of Credit, the Total Revolving Extensions of Credit would exceed $100,000,000 (provided that, this clause (iv) shall not be a condition precedent with respect to the issuance of such Fronted any Letter of Credit would not result in to the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to extent that such Fronted Letter of Credit only to is Cash Collateralized concurrently with the extent of the portion issuance thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Minimum Collateral to all other ObligationsAmount). Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date; , provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as except to the extent that the Issuing Lender has approved of such expiration date and the outstanding amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or backstopped pursuant to arrangements reasonably satisfactory to the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination DateIssuing Lender). (ab) No Applicable The Issuing Party Lender shall not at any time be obligated to issue (i) any Letter of Credit if (i) such issuance would conflict with, or cause such Applicable the Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit on behalf then proposed to be issued or that Letter of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured Credit and all other L/C Obligations after giving effect as to which the issuance of such Secured Letter of Credit Issuing Lender has actual or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held potential Fronting Exposure, as it may elect in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedits sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Sections 3.4(a) 2.08 and 3.8(b)2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrowers Master Issuer or its designee on any Business Day during the period commencing on the Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period (iTermination Date to be issued in accordance with Section 2.07(h) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted the L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit LProvider; provided that such Applicable Issuing Party the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the aggregate amount of L/C Obligations would exceed the Available Commitments L/C Commitment or (ii) the Series 2022-1 Class A-1 Notes Exposure Amount would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in exceed the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsSeries 2022-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars or Pounds Sterling Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Master Issuer and the L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof at the option of the applicable Borrower for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the date referred to in clause (yRequired Expiration Date) above), so long as unless the Issuing Lender L/C Provider notifies the beneficiary of such Letter of Credit has at least 30 calendar days prior to the right to refuse to extend then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit if at the time of such refusal the applicable Borrower would shall not be unable to satisfy the conditions set forth in Section 5.2renewed; provided further provided, further, that any Secured Letter of Credit may have an expiration date up that is later than the Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to 364 days after such Letter of Credit has been fully cash collateralized by the Termination Date. Master Issuer in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (ay) No Applicable Issuing such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and (B) the Control Party, as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time issue be obligated to (iI) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause such Applicable Issuing Party, any L/C Participant or any Lender Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (iiII) amend any Secured Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2022-1 Class A-1 L/C Note, which the Master Issuer shall deliver to the L/C Provider on the Closing Date. Such Series 2022-1 Class A-1 L/C Note shall (i) be dated the Closing Date, (ii) be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, (iii) have a maximum principal amount equal to the L/C Commitment, (iv) have an initial outstanding principal amount equal to the Series 2022-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (v) be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Closing Date shall increase the Series 2022-1 Class A-1 Notes Exposure Amount in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All Unreimbursed L/C Drawings shall be deemed to be principal outstanding under the Series 2022-1 Class A-1 L/C Note and shall be deemed to be Series 2022-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2022-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2022-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2022-1 Class A-1 Notes Exposure Amount would not exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2022-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2022-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Series 2022-1 Class A-1 Outstanding Principal Amount, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts. (g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Secured Letter of Credit or (y) all cash Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and Eligible Securities constituting such Borrowing Base are not then held in an Account the issuance of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable L/C Provider or a Person selected by (at the expense of the L/C Provider) the Master Issuer shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Party shall obtain confirmation Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Master Issuer being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “P-2” from the Administrative Agent that the requirements imposed by clause Xxxxx’x and “A-2” from S&P and (ii) a long-term unsecured debt rating of not less than “Baa2” from Xxxxx’x or “BBB” from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the preceding sentence shall be satisfiedbeneficiary of such proposed Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyLender, in reliance on the agreements of the other Revolving Lenders set forth in Sections Section 3.4(a) and 3.8(b), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrowers or (so long as the Parent Borrower is a co-applicant with respect to any such Letter of Credit any of its Restricted Subsidiaries (other than an Additional Borrower)) on any Business Day during the Revolving Commitment Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such the Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable the Issuing Party Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations (including the Dollar Equivalent of any L/C Obligations outstanding in any currency other than Dollars) would exceed the L/C Commitment or, (ii) the L/C Obligations in respect of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Issuing Lender Commitment or (iii) the aggregate amount of the Available Revolving Commitments would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling another L/C Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Termination Maturity Date; , provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (ab) No Applicable The Issuing Party Lender shall not at any time be obligated to issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable the Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or Law. (iic) any Secured Letter For the avoidance of doubt, the Letters of Credit on behalf outstanding immediately prior to giving effect to the Second Restatement Effective Date shall continue to be Letters of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations Credit outstanding hereunder immediately after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedSecond Restatement Effective Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Sections 3.4(a) 2.08 and 3.8(b)2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrowers Master Issuer or its designee on any Business Day during the period commencing on the Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period (iTermination Date to be issued in accordance with Section 2.07(h) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted the L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit LProvider; provided that such Applicable Issuing Party the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the aggregate amount of L/C Obligations would exceed the Available Commitments L/C Commitment or (ii) the Series 2019-1 Class A-1 Notes Exposure Amount would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in exceed the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsSeries 2019-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars or Pounds Sterling Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Master Issuer and the L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof at the option of the applicable Borrower for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the date referred to in clause (yRequired Expiration Date) above), so long as unless the Issuing Lender L/C Provider notifies the beneficiary of such Letter of Credit has at least 30 calendar days prior to the right to refuse to extend then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit if at the time of such refusal the applicable Borrower would shall not be unable to satisfy the conditions set forth in Section 5.2renewed; provided further provided, further, that any Secured Letter of Credit may have an expiration date up that is later than the Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to 364 days after such Letter of Credit has been fully cash collateralized by the Termination Date. Master Issuer in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (ay) No Applicable Issuing such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and (B) the Control Party, as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time issue be obligated to (iI) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause such Applicable Issuing Party, any L/C Participant or any Lender Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (iiII) amend any Secured Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2019-1 Class A-1 L/C Note, which the Master Issuer shall deliver to the L/C Provider on the Closing Date. Such Series 2019-1 Class A-1 L/C Note shall (i) be dated the Closing Date, (ii) be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, (iii) have a maximum principal amount equal to the L/C Commitment, (iv) have an initial outstanding principal amount equal to the Series 2019-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (v) be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Closing Date shall increase the Series 2019-1 Class A-1 Notes Exposure Amount in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All Unreimbursed L/C Drawings shall be deemed to be principal outstanding under the Series 2019-1 Class A-1 L/C Note and shall be deemed to be Series 2019-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2019-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2019-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2019-1 Class A-1 Notes Exposure Amount would not exceed the Series 2019-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2019-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2019-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Series 2019-1 Class A-1 Outstanding Principal Amount, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts. (g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Secured Letter of Credit or (y) all cash Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and Eligible Securities constituting such Borrowing Base are not then held in an Account the issuance of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable L/C Provider or a Person selected by (at the expense of the L/C Provider) the Master Issuer shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Party shall obtain confirmation Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Master Issuer being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “P-2” from the Administrative Agent that the requirements imposed by clause Xxxxx’x and “A-2” from S&P and (ii) a long-term unsecured debt rating of not less than “Baa2” from Xxxxx’x or “BBB” from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the preceding sentence shall be satisfiedbeneficiary of such proposed Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereofof this Agreement, the Applicable Issuing PartyLender, in reliance on the agreements of the other Lenders set forth in Sections 3.4(a) and 3.8(bSection 3.04(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrowers Borrower on any Business Day during from the Commitment Period Closing Date to, but not including, the date that is ninety (i90) in days prior to the case of Fronted Letters of Credit, Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided, that the Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable Issuing Party shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Available Commitments would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter lesser of Credit that results in (1) the aggregate amount of Working Capital Commitment and (2) the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof Borrowing Base. (the “Participated Portion”b) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling and in a minimum amount of $100,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire no on a date not later than the earlier of (x) Termination Date and that is otherwise satisfactory to the first anniversary of its date of issuance Issuing Lender and (yiv) the date that is five Business Days prior be subject to the Termination Date; provided that Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (a) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit hereunder if such issuance would conflict with, or cause such Applicable the Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Credit on behalf shall also include extensions or modifications of any Borrower if existing Letters of Credit, unless the context otherwise requires. (xc) For purposes of this Agreement, the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter Existing Letters of Credit or (y) set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement ------------- and shall constitute Letters of Credit for all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control purposes under this Agreement. Prior to issuing any Secured Upon the initial expiration of each Existing Letter of Credit, the Applicable Issuing Party Borrower shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) terminate and cancel each such Existing Letter of the preceding sentence shall Credit and request a new Letter of Credit to be satisfiedissued in replacement thereof.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Sections 3.4(a) 2.08 and 3.8(b)2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrowers Issuer or its designee on any Business Day during the period commencing on the Series 2016-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period (iTermination Date to be issued in accordance with Section 2.07(h) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted the L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit LProvider; provided that such Applicable Issuing Party the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the aggregate amount of L/C Obligations would exceed the Available Commitments L/C Commitment or (ii) the Series 2016-1 Class A-1 Outstanding Principal Amount would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in exceed the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsSeries 2016-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars or Pounds Sterling Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuer and the L/C Provider and (ii) expire z)expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof at the option of the applicable Borrower for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the date referred to in clause (yRequired Expiration Date) above), so long as unless the Issuing Lender L/C Provider notifies the beneficiary of such Letter of Credit has at least thirty (30) calendar days prior to the right to refuse to extend then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit if at the time of such refusal the applicable Borrower would shall not be unable to satisfy the conditions set forth in Section 5.2renewed; provided further that any Secured Letter of Credit may have an expiration date up that is later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to 364 days after such Letter of Credit has been fully cash collateralized by the Issuer in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. . Additionally, each Interest Reserve Letter of Credit shall (a1) No Applicable Issuing Party name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, as the beneficiary thereof; (2) allow the Trustee to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time issue be obligated to (iI) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause such Applicable Issuing Party, any L/C Participant or any Lender Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (iiII) amend any Secured Letter of Credit on behalf of any Borrower hereunder if (x1) the then Borrowing Base L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Borrower would Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issue and shall cause the Trustee to authenticate the Series 2016-1 Class A-1 L/C Note, which the Issuer shall deliver to the L/C Provider on the Series 2016-1 Closing Date. Such Series 2016-1 Class A-1 L/C Note shall be less than dated the Series 2016-1 Closing Date, shall be registered in the name of the L/C Provider or in such Borrower’s aggregate Secured other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2016-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2016-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2016-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2016-1 Class A-1 L/C Note and shall be deemed to be Series 2016-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2016-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2016-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2016-1 Class A-1 L/C Note. The L/C Provider and the Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2016-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2016-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2016-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the issuance of such Secured Letter of Credit requested issuance, the Series 2016-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2016-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or (y) all cash document believed by it to be genuine and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant correct and to Section 1 of Article II have been signed or sent by the proper Person or Persons of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter Administrative Agent for purposes of Credit, determining whether the Applicable Issuing Party shall obtain L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2016-1 Class A-1 Notes Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2016-1 Class A-1 Notes Fee Letter and subject to the Priority of Payments. (e) [Intentionally omitted.] (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the requirements imposed provisions of this Article II, the provisions of this Article II shall apply. (g) The Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by clause the Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2016-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, a Person selected by the Issuer (at the expense of the L/C Provider) shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Issuer (at the expense of the L/C Provider) being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “A-1” (or then equivalent grade) from S&P and (ii) a long-term unsecured debt rating of not less than “BBB+” (or then equivalent grade) from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary or beneficiaries of such proposed Letter of Credit. Each of the preceding sentence parties hereto shall execute any amendments to this Agreement reasonably requested by the Issuer in order to have any letter of credit issued by a Person selected by the Issuer pursuant to this Section 2.07(h) or Section 5.17 of the Base Indenture be satisfieda “Letter of Credit” that has been issued hereunder and such Person selected by the Issuer be an “L/C Issuing Bank”.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable each Issuing PartyLender, in reliance on the agreements of the other Lenders set forth in Sections Section 3.4(a) and 3.8(b), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrowers Borrower (and on behalf of the Borrower or any of its Subsidiaries or Joint Ventures) on any Business Day during the Commitment Period (i) in the case of Fronted Letters of Credit, in such customary form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable Issuing Party Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s portion of the L/C CommitmentIssuing Lender Limit, (ii) the aggregate amount of the Available Commitments would be less than zero, (iii) the Borrowing Base Availability would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted or (iv) the L/C Obligations in respect of Letters of Credit that are Financial Letters of Credit would exceed the Financial Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsSublimit. Each Letter of Credit shall (iA) be denominated in Dollars or Pounds Sterling and (iiB) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to 364 days after the Termination Date; , provided (I) that any Letter of Credit with a one-year term an expiry date prior to the Termination Date may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (yB) above)) and (II) with respect to any Letter of Credit that expires on or after the date that is five Business Days prior to the Termination Date, so long as at least 60 days prior to the Issuing Lender Termination Date, the Borrower shall back-stop such Letter of Credit and/or deposit an amount in cash equal to 100% of the L/C Obligations in respect of such Letter of Credit has in a cash collateral account established with the right Administrative Agent for the benefit of the applicable Issuing Lender on terms and conditions satisfactory to refuse to extend the Administrative Agent and such Letter Issuing Lender. The Borrower hereby acknowledges that the issuance of Letters of Credit if at for the account of a Subsidiary or Joint Venture inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of each such Subsidiary or Joint Venture. From time to time and upon reasonable request therefor, (i) each Issuing Lender shall confirm to the Administrative Agent the L/C Exposure in respect of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter Letters of Credit may have an expiration date up issued by it and its portion of the L/C Commitment and (ii) the Administrative Agent shall confirm to 364 days after each Issuing Lender the Termination Dateaggregate amount of Available Commitments. For the avoidance of doubt, in no event shall the sum of the Issuing Lenders’ respective portions of the L/C Commitment exceed the L/C Commitment. (ab) No Applicable Issuing Party Lender shall at any time be obligated to issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable any Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedLaw.

L/C Commitment. Subject to the terms and conditions hereof, the Applicable each Issuing PartyLender, in reliance on the agreements of the other Lenders set forth in Sections 3.4(a) and 3.8(b)Section 5.4, agrees to issue letters of credit (“Letters each a "Letter of Credit”") for the account of the Borrowers Borrower on any Business Day during from the Commitment Period (i) in Closing Date until the case of Fronted Letters of Credit, date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable no Issuing Party Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Utilized Commitments would be less greater than zero and, provided, further, that, if any the Loan Commitments or (iii) unless the applicable Issuing Lender shall issue any Fronted Letter of Credit that results in otherwise consent thereto, the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, would not result in the aggregate amount exceed 50% of the Available Commitments being less than zeroL/C Commitment or (B) SunTrust, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent as Issuing Lender, would exceed 33% of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsL/C Commitment. Each Letter of Credit shall (ix) be denominated in Dollars or Pounds Sterling Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Lender) and (iiz) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the issuance; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, the Borrower shall, not later than (i) five Business Days prior days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender aggregate then undrawn and unexpired amount of such Letter Letters of Credit has Credit, if the right Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by Xxxxx'x or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to refuse to extend the aggregate then undrawn and unexpired amount of such Letter Letters of Credit if at the time of Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by Xxxxx'x. Amounts held in such refusal cash collateral account shall be held and applied by the applicable Borrower would be unable to satisfy Administrative Agent in the conditions manner and for the purposes set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date10.2(c). (a) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfied.

L/C Commitment. Subject to the terms and conditions hereof, the Applicable Issuing PartyAdministrative Agent, in reliance on the agreements of the other Lenders set forth in Sections Section 3.4(a) and 3.8(b), agrees agrees, in its sole discretion, to arrange for the Issuing Bank to issue letters of credit (“Letters of Credit”) Credit for the account of the Borrowers on any Business Day during from the Commitment Period Closing Date through but not including five (i5) in Business Days prior to the case of Fronted Letters of Credit, Maturity Date in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in Bank; provided, that the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable Issuing Party Administrative Agent shall have no obligation to issue arrange for the issuance of any such Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment, (b) the aggregate principal amount of outstanding Revolving Credit Loans, plus any amounts remaining outstanding or unpaid with respect to the Pre-Petition Obligations, plus the aggregate amount of L/C Obligations would exceed the Available Commitments would be lesser of (x) the Revolving Credit Commitment and (y) the Borrowing Base Amount, or (c) following the occurrence of an L/C Collateral Event, the L/C Cash Collateral as reflected in the L/C Cash Collateral Account is less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount 105% of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other L/C Obligations. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling and in a minimum amount of $5,000, (ii) be a standby or commercial letter of credit issued to support obligations of any Credit Party, contingent or otherwise, incurred in the ordinary course of business (including bid, performance, surety and similar bonds or obligations), (iii) expire on a date no later more than six (6) months after the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Termination Date; provided that any Letter of Credit with a one-year term may provide for the or last renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has (it being understood and agreed that such limitation shall not be construed to prohibit the right issuance by such Issuing Bank of “evergreen” Letters of Credit providing for automatic extension for periods not exceeding one (1) month), which expiry date (including any such date that could automatically be extended pursuant to refuse an “evergreen” provision contained in a Letter of Credit) shall be no later than the fifth (5th) Business Day prior to extend such the date specified in clause (a) of the definition of the term “Maturity Date” and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit if at Application or as determined by such Issuing Bank and, to the time extent not inconsistent therewith, the laws of such refusal the applicable Borrower would State of New York. The Administrative Agent shall not be unable obligated to satisfy arrange for the conditions set forth in Section 5.2; provided further that any Secured Letter issuance of Credit may have an expiration date up to 364 days after the Termination Date. (a) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit hereunder if such issuance would conflict with, or cause such Applicable Issuing Party, Bank or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit on behalf shall also include extensions or modifications of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter outstanding Letters of Credit, unless the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedcontext otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, ------------------- each of the Applicable Issuing PartyLenders, in reliance on the agreements of the other Revolving Credit Lenders set forth in Sections 3.4(a) and 3.8(bSection 4.3(a), agrees to issue letters of credit (“"Letters of Credit”") for the account of any of the Borrowers (the ----------------- Borrower for whose account such Letter of Credit shall have been issued, the "Account Party") on any Business Day during the Revolving Credit Commitment ------------- Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such the Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable the Issuing Party Lender shall have no obligation to issue any Letter of -------- Credit for the account of any Borrower if, after giving effect to such issuanceissuance (i) the Dollar Equivalent of the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero andzero, provided, further, that, if any Issuing Lender shall issue any Fronted (iii) in the case of a Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall requested to be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to Optional Currency, the Participated Portion, would not have resulted in the aggregate amount Dollar Equivalent of the Available Commitment being less than zero and the portion of such Fronted Letter Total Revolving Extensions of Credit with respect to such Optional Currency would exceed the Currency Maximum with respect to any Optional Currency or (and any related Reimbursement Obligationsiv) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority Dollar Equivalent of the security provided by the Collateral Total Revolving Extensions of Credit with respect to all other Obligationssuch Borrowing Subsidiary would exceed such Borrowing Subsidiary's Designated Maximum. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling any Optional Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Scheduled Revolving Credit Termination Date; , provided that any -------- Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (a) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfied.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Sections 3.4(a) 2.08 and 3.8(b)2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrowers Issuer or its designee on any Business Day during the period commencing on the Series 2018-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period (iTermination Date to be issued in accordance with Section 2.07(h) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted the L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit LProvider; provided that such Applicable Issuing Party the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the aggregate amount of L/C Obligations would exceed the Available Commitments L/C Commitment, (ii) the Series 2018-1 Class A-1 Outstanding Principal Amount would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in exceed the aggregate amount of Series 2018-1 Class A-1 Notes Maximum Principal Amount or (iii) the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only Series 2018-1 Class A-1 Outstanding Principal Amount attributable to the extent of the portion thereof L/C Provider (the “Participated Portion”in its capacity as Committed Note Purchaser and L/C Provider) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available exceed its Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsAmount. Each Letter of Credit shall (ix) be denominated in Dollars or Pounds Sterling Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuer and the L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof at the option of the applicable Borrower for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the date referred to in clause (yRequired Expiration Date) above), so long as unless the Issuing Lender L/C Provider notifies each beneficiary of such Letter of Credit has at least thirty (30) calendar days prior to the right to refuse to extend then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit if at the time of such refusal the applicable Borrower would shall not be unable to satisfy the conditions set forth in Section 5.2renewed; provided further that any Secured Letter of Credit may have an expiration date up that is later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to 364 days after such Letter of Credit has been fully cash collateralized by the Issuer in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. (a) No Applicable Issuing Party . The L/C Provider shall not at any time issue be obligated to (iI) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause such Applicable Issuing Party, any L/C Participant or any Lender Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (iiII) amend any Secured Letter of Credit on behalf of any Borrower hereunder if (x1) the then Borrowing Base L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Borrower would Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issue and shall cause the Trustee to authenticate the Series 2018-1 Class A-1 L/C Notes, which the Issuer shall deliver to the L/C Provider on the Series 2018-1 Closing Date. Such Series 2018-1 Class A-1 L/C Note shall be less than dated the Series 2018-1 Closing Date, shall be registered in the name of the L/C Provider or in such Borrower’s aggregate Secured other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2018-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2018-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2018-1 Class A-1 L/C Note and shall be deemed to be Series 2018-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2018-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 L/C Note. The L/C Provider and the Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Issuer by the L/C Provider) (an “Application”), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2018-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2018-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the issuance of such Secured Letter of Credit requested issuance, the Series 2018-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2018-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or (y) all cash document believed by it to be genuine and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant correct and to Section 1 of Article II have been signed or sent by the proper Person or Persons of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter Administrative Agent for purposes of Credit, determining whether the Applicable Issuing Party shall obtain L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Issuer shall pay to the L/C Provider the L/C Quarterly Fees (as defined in the Series 2018-1 Class A-1 Notes Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2018-1 Class A-1 Notes Fee Letter and subject to the Priority of Payments. (e) [Reserved]. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the requirements imposed provisions of this Article II, the provisions of this Article II shall apply. (g) The Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by clause the Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2018-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate, and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate, and the issuance of such Letter of Credit, a Person selected by the Issuer (at the expense of the L/C Provider) shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) or such other Person selected by the Issuer (at the expense of the L/C Provider), in each case in its capacity as the issuer of such Letter of Credit being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “A-2” (or then equivalent grade) from S&P and (ii) a long-term unsecured debt rating of not less than “BBB” (or then equivalent grade) from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary or beneficiaries of such proposed Letter of Credit. Each of the preceding sentence parties hereto shall execute any amendments to this Agreement reasonably requested by the Issuer in order to have any letter of credit issued by a Person selected by the Issuer pursuant to this Section 2.07(h) or Section 5.17 of the Base Indenture be satisfieda “Letter of Credit” that has been issued hereunder and such Person selected by the Issuer be an “L/C Issuing Bank”. If any Letter of Credit issued by an L/C Provider hereunder in favor of an insurance or other similar provider to any Wingstop Entity no longer satisfies such provider’s criteria for an eligible or otherwise conforming letter of credit for its particular purpose, the Issuer may select an alternative Person to issue a replacement for such Letter of Credit; provided that such Person and issuance of such replacement Letter of Credit satisfies the L/C Issuing Bank Rating Test, and such L/C Provider shall reasonably cooperate with the Issuer in connection with the termination and replacement of such Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyLender, in reliance on the agreements of the other Revolving Lenders set forth in Sections 3.4(aSection (a) and 3.8(b), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrowers Borrower on any Business Day during the Commitment Revolving Availability Period (i) substantially in the case form of Fronted Letters of Credit, Exhibit L or in such other form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such the Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable the Issuing Party Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall or a longer period if agreed to by the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) above), so long as the Issuing Lender of such . Each Letter of Credit has issued on a sight basis only and governed by laws of the right State of New York (unless the laws of another jurisdiction is agreed to refuse to extend such Letter of Credit if at by the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Daterespective Issuing Lender) and governed under The International Standby Practices (ISP98). (ab) No Applicable The Issuing Party Lender shall not at any time be obligated to issue (i) any Letter of Credit hereunder if such issuance would conflict with, or cause such Applicable the Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfiedLaw.

L/C Commitment. (a) Prior to the date hereof, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, the Applicable each Issuing PartyLender, in reliance on the agreements of the other Lenders set forth in Sections Section 3.4(a) and 3.8(b), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit collectively, “Letters of Credit”) for the account of the Borrowers Borrower or any Subsidiary on any Business Day during the Commitment Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable no Issuing Party Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment (provided further that Bank of America, N.A., in its capacity as Issuing Lender, shall have no obligation to issue any Letter of Credit, if after giving effect to such issuance, the L/C obligations in respect of Letters of Credit issued by it would exceed $40,000,000) or (ii) the aggregate amount of the Available Commitments would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (i) be denominated in Dollars Dollars, or Pounds Sterling any other currency deemed acceptable by the Administrative Agent and the Issuing Lender, each in its sole discretion and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). In the case of any Letter of Credit denominated in any currency other than Dollars, so long it is understood and agreed that, for all purposes of this Agreement, the face amount and drawable amount thereof at the time of issuance, and the amount of any unreimbursed drawing in respect thereof at the end of each subsequent L/C Fee Payment Date or on any applicable date of measurement hereunder, shall be deemed to be the equivalent in Dollars of such amount at such time, in each case as reasonably determined by the Administrative Agent in a manner acceptable to the Administrative Agent, the Borrower and the Issuing Lender in respect of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination DateCredit. (a) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfied.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Note Purchasers set forth in Sections 3.4(a2.08 and 2.09, may, in its sole discretion and subject to the consent of each Investor Group, and during a Temporary Commitment Availability Period, shall (in an amount not to exceed up to the lesser of the (x) and 3.8(bL/C Commitment or (y) undrawn portion of the Series 2022-1 Class A-1 Notes Maximum Principal Amount), agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrowers Issuer or its designee on any Business Day during the period commencing on the Series 2022-1 Closing Date and ending on the date that is thirty (30) Business Days prior to the Commitment Period (iTermination Date to be issued in accordance with Section 2.07(h) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted the L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit LProvider; provided that such Applicable Issuing Party the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the aggregate amount of L/C Obligations would exceed the Available Commitments L/C Commitment or (ii) the Series 2022-1 Class A-1 Outstanding Principal Amount would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in exceed the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsSeries 2022-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars or Pounds Sterling Dollars, (y) have a face amount of at least $1 million or, if less than $1 million, shall bear a reasonable administrative fee to be agreed upon by the Issuer and the L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof at the option of the applicable Borrower for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the date referred to in clause (yRequired Expiration Date) above), so long as unless the Issuing Lender L/C Provider notifies each beneficiary of such Letter of Credit has at least thirty (30) calendar days prior to the right to refuse to extend then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit if at the time of such refusal the applicable Borrower would shall not be unable to satisfy the conditions set forth in Section 5.2renewed; provided further that any Secured Letter of Credit may have an expiration date up that is later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to 364 days after such Letter of Credit has been fully cash collateralized by the Issuer in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. (a) No Applicable Issuing Party . The L/C Provider shall not at any time issue be obligated to (iI) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause such Applicable Issuing Party, any L/C Participant or any Lender Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (iiII) amend any Secured Letter of Credit on behalf of any Borrower hereunder if (x1) the then Borrowing Base L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Borrower would be less than Letter of Credit does not accept the proposed amendment to such Borrower’s aggregate Secured Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer issued and caused the Trustee to authenticate the Series 2022-1 Class A-1 L/C Note, which the Issuer delivered to the L/C Provider on the Series 2022-1 Closing Date; provided that, if such Series 2022-1 Class A-1 L/C Note is an Uncertificated Note, the Trustee instead registered it as described in Section 4.1(f) of the Series 2022-1 Supplement. Such Series 2022-1 Class A-1 L/C Note is dated the Series 2022-1 Closing Date, is registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider requested, has a maximum principal amount equal to the L/C Commitment, had an initial outstanding principal amount equal to the Series 2022-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (unless it is an Uncertificated Note) was duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2022-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2022-1 Class A-1 L/C Note and shall be deemed to be Series 2022-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2022-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note. The L/C Provider and the Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Issuer by the L/C Provider) (an “Application”), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration date of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2022-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2022-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the issuance of such Secured Letter of Credit requested issuance, the Series 2022-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or (y) all cash document believed by it to be genuine and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant correct and to Section 1 of Article II have been signed or sent by the proper Person or Persons of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter Administrative Agent for purposes of Credit, determining whether the Applicable Issuing Party shall obtain L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Issuer shall pay to the L/C Provider the L/C Quarterly Fees (as defined in the Series 2022-1 Class A-1 Notes Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2022-1 Class A-1 Notes Fee Letter and subject to the Priority of Payments. (e) [Reserved]. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the requirements imposed provisions of this Article II, the provisions of this Article II shall apply. (g) The Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by clause the Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2022-1 Class A-1 Note Advances and the L/C Commitment does not exceed the aggregate amount of the Commitments. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate, and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate, and the issuance of such Letter of Credit, a Person selected by the Issuer (at the expense of the L/C Provider) shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) or such other Person selected by the Issuer (at the expense of the L/C Provider), in each case in its capacity as the issuer of such Letter of Credit being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “A-2” (or then equivalent grade) from S&P and (ii) a long-term unsecured debt rating of not less than “BBB” (or then equivalent grade) from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary or beneficiaries of such proposed Letter of Credit. Each of the preceding sentence parties hereto shall execute any amendments to this Agreement reasonably requested by the Issuer in order to have any letter of credit issued by a Person selected by the Issuer pursuant to this Section 2.07(h) or Section 5.17 of the Base Indenture be satisfieda “Letter of Credit” that has been issued hereunder and such Person selected by the Issuer be an “L/C Issuing Bank”. If any Letter of Credit issued by an L/C Provider hereunder in favor of an insurance or other similar provider to any Wingstop Entity no longer satisfies such provider’s criteria for an eligible or otherwise conforming letter of credit for its particular purpose, the Issuer may select an alternative Person to issue a replacement for such Letter of Credit; provided that such Person and issuance of such replacement Letter of Credit satisfies the L/C Issuing Bank Rating Test, and such L/C Provider shall reasonably cooperate with the Issuer in connection with the termination and replacement of such Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyLender, in reliance on the agreements of the other Revolving Lenders and the Loan Parties set forth herein and in Sections 3.4(a) and 3.8(b)the other Loan Documents, agrees to issue documentary or standby letters of credit (the “Letters of Credit”) for the account of the Borrowers Borrower on any Business Day during the Commitment Initial Revolving Availability Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such the Issuing Lender; provided, that the Issuing Lender in an shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and or (ii) in the case aggregate amount of Several Letters of Creditthe Available Revolving Commitments would be less than zero, substantially in the form of Exhibit L; provided that such Applicable and no individual Issuing Party Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, the aggregate amount of the Available Commitments its L/C Obligations would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligationsexceed its individual L/C Commitment. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling Dollars, (ii) have a face amount of at least $200,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) subject to clause (ii) of the proviso below, the date that is five (5) Business Days prior to the Initial Revolving Termination Date; provided provided, that (i) any Letter of Credit with a one-year term may provide for the renewal extension thereof at the option of the applicable Borrower for additional one-year periods (which shall or a longer period if agreed to by the Issuing Lender but in no event shall any, subject to clause (ii) of this proviso below, no extended period shall extend beyond the date referred to in clause (y) above), so long as unless the Issuing Lender of such Letter of Credit has the right to refuse elects, in its sole discretion, not to extend for any such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2additional period; provided further provided, further, that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (a) No Applicable Issuing Party shall at any time issue (iiii) any Letter of Credit that expires after the Initial Revolving Termination Date shall be Cash Collateralized on or prior to the Initial Revolving Termination Date and (iiiii) to the extent that the L/C Obligations exceed the L/C Commitment, the Borrower shall promptly, but in any event within one (1) Business Day, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten (10) consecutive Business Days). Each Letter of Credit shall be governed by laws of the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98) or the Uniform Customs, as applicable. (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder (i) if the proceeds of any such Letter of Credit would be made available to any Person (A) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement or (ii) if such issuance would (A) conflict with, or cause such Applicable the Issuing Party, Lender or any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (iiB) violate one or more policies of general application of the Issuing Lender now or hereafter in effect., and the Issuing Lender shall not at any Secured time be obligated to issue any amendment to any Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of Issuing Lender would have no obligation at such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect time to issue the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account its amended form under the terms of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control this Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfied.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing PartyL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Sections 3.4(a) 2.08 and 3.8(b)2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrowers Co-Issuers on any Business Day during the period commencing on the Series 2021-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period (iTermination Date to be issued in accordance with Section 2.07(h) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted the L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit LProvider; provided that such Applicable Issuing Party the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the aggregate amount of L/C Obligations would exceed the Available Commitments L/C Commitment or (ii) the Series 2021-1 Class A-1 Outstanding Principal Amount would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in exceed the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsSeries 2021-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars or Pounds Sterling Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Co-Issuers and the L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five (5) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof at the option of the applicable Borrower for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the date referred to in clause (yRequired Expiration Date) above), so long as unless the Issuing Lender L/C Provider notifies the beneficiary of such Letter of Credit has at least 30 calendar days prior to the right to refuse to extend then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit if at the time of such refusal the applicable Borrower would shall not be unable to satisfy the conditions set forth in Section 5.2renewed; provided further provided, further, that any Secured Letter of Credit may have an expiration date up that is later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to 364 days after such Letter of Credit has been fully cash collateralized by the Co-Issuers in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. . Additionally, each Interest Reserve Letter of Credit shall (a1) No Applicable Issuing name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, as the beneficiary thereof; (2) allow the Trustee or the Control Party on its behalf to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time issue be obligated to (iI) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause such Applicable Issuing Party, any L/C Participant or any Lender Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (iiII) amend any Secured Letter of Credit on behalf of any Borrower hereunder if (x1) the then Borrowing Base L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Borrower would Letter of Credit does not accept the proposed amendment to such Letter of Credit. Unless otherwise expressly agreed by the L/C Provider and the Co-Issuers when a Letter of Credit is issued and subject to applicable laws, the Letters of Credit shall be less than governed by and subject to ISP or the rules of the Uniform Customs and Practice for Documentary Credits, as published in its most recent version by the International Chamber of Commerce on the date any Letter of Credit is issued. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the initial Series 2021-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2021-1 Closing Date; provided that, if such Borrower’s aggregate Secured Series 2021-1 Class A-1 L/C Note is an Uncertificated Note, the Trustee shall instead register it as described in Section 4.01(f) of the Series 2021-1 Supplement. Such initial Series 2021-1 Class A-1 L/C Note shall be dated the Series 2021-1 Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2021-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (unless it is an Uncertificated Note) shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2021-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2021-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2021-1 Class A-1 L/C Note and shall be deemed to be Series 2021-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2021-1 Supplement, the outstanding principal amount evidenced by the Series 2021-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Co-Issuers may (or shall cause the Manager on their behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2021-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2021-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2021-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2021-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2021-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Co-Issuers shall jointly and severally pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2021-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2021-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) In addition, the Co-Issuers shall jointly and severally pay to or reimburse the L/C Provider for the account of the applicable L/C Issuing Bank the L/C Fronting Fees, if any, in accordance with the terms of the Series 2021-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (g) The Co-Issuers may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amount. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Secured Letter of Credit or (y) all cash Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and Eligible Securities constituting such Borrowing Base are not then held in an Account the issuance of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfied.L/C Provider or a Person

L/C Commitment. xxi) Subject to the terms and conditions hereof, the Applicable each Issuing PartyLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Sections 3.4(a) and 3.8(bSection 3.04(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrowers on any Business Day Day, during the Commitment Period period from and including the Closing Date to the earlier of (iv) the date that is 30 days prior to the 2024 Extended Revolving Credit Termination Date and (w) the termination of the Revolving Credit Commitments in accordance with the case of Fronted Letters of Creditterms hereof, in such form as may be approved from time to time by such Issuing Lender; provided, that no Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable Issuing Party shall have no any obligation to issue any Letter of Credit if, immediately after giving effect to such issuance, (1) the L/C Obligations would exceed the L/C Commitment, (2) the aggregate amount of the Available Revolving Credit Commitments would be less than zero andzero, provided, further, that, if (3) the Revolving Extensions of Credit of any Lender would exceed such Xxxxxx’s Revolving Credit Commitment or (4) the L/C Obligations in respect of all Letters of Credit issued by such Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of would exceed such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other ObligationsIssuing Xxxxxx’s Fronting Cap. Each Letter of Credit shall (i) be denominated in Dollars or Pounds Sterling and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Unless otherwise agreed by the applicable Issuing Lender, so long as the Issuing Lender of such Letter Letters of Credit has the right to refuse to extend such Letter issued shall only be standby Letters of Credit. All Amendment No. 14 Existing Letters of Credit if at the time of such refusal the applicable Borrower would shall be unable deemed to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (a) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, any been issued pursuant hereto and deemed L/C Participant or any Lender to exceed any limits imposed byObligations, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) and from and after the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control AgreementAmendment No. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence 14 Effective Date shall be satisfiedsubject to and governed by the terms and conditions hereof.