Common use of L/C Commitment Clause in Contracts

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Credit Availability Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, the 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 Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time. Each Letter of Credit shall, unless agreed by the Lenders, (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Credit Revolving Availability Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the outstanding Revolving Loans would exceed aggregate amount of the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot Commitments would be satisfied at such timeless than zero. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars Dollarsan L/C currency, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Letter of Credit Maturity Revolving Termination 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 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), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the 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 if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, (i) the Issuing Lender Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), 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 Borrower (orand to amend Letters of Credit previously issued by it in accordance with Section 3.2 below, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Credit Availability Period period from the 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 the Issuing Lender and (ii) the Revolving Lenders severally agree to participate in Letters of Credit issued for the amount of the Borrower and any drawings thereunder (each Revolving Lender, an “L/C Participant”; provided that the Issuing Lender shall have no obligation to issue or amend any Letter of Credit if, (1) after giving effect to such issuanceissuance or amendment, (i) the L/C Exposure Obligations 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 Commitment or (ii) the outstanding Revolving Loans would exceed aggregate amount of the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot Commitments would be satisfied at such timeless than zero. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars 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 Letter of Credit Maturity Revolving Termination 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 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, from and after the Closing Date, to be outstanding as a Letter of Credit hereunder and governed by the terms and conditions hereof. (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, by any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to if such Requirement of Law would cause 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 prohibitL/C Participant to be subject to, or request that the Issuing Lender refrain fromincur, 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 applicable on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was deemed material in good faith by the Issuing Lender not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing LenderDate, 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; (viiii) 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 arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its reasonable discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such that Letter of Credit and all other L/C Exposure Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole reasonable discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 5.4(a), agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Revolving Credit Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (1) the L/C Exposure Obligations 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 Revolving Commitment at such time, or (32) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot aggregate Available RC Commitments would be satisfied at such time. less than zero. (b) Each Letter of Credit shall, unless agreed by the Lenders, : (i1) be denominated in Dollars U.S. dollars and shall be a standby letter of credit issued to support obligations, contingent or otherwise, of any or all of the Borrower or any of its Subsidiaries that is a Loan Party arising in the ordinary course of business; (ii2) expire no later than one year following the earlier Revolving Credit Termination Date then in effect; and (3) be in a face amount of not less than $10,000. (xc) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Each Letter of Credit Maturity Date; provided that Letters of Credit may have termination dates that occur later than five Business Days prior shall be subject to the Letter Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Credit Maturity Date Commerce Publication No. 500, as the same may be amended from time to time, and, if specifically referenced in 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 text of such Letter of Credit or (ii) delivered but to the Administrative Agent a letter of credit issued for its benefit in a stated amount equal to at least 105% extent not inconsistent therewith) the laws of the stated amount State 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)New York. (bd) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue standby and/or trade letters of credit (“Letters of Credit”) for the account of the Borrower (or, with provided that any Letter of Credit may be for the consent benefit of the Lenders, Holdings or any Loan Partyother Group Member) on any Business Day during prior to the Letter end of Credit Availability the Revolving Commitment Period in such form as may be approved from time to time by the Issuing LenderDollars; provided that 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 no any obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) (x) the L/C Exposure Obligations would exceed the Total aggregate L/C Commitments at such time, of all Issuing Lenders or (2y) after giving effect to such issuanceunless the applicable Issuing Lender consents, the sum of the aggregate L/C Exposure and Obligations in respect of all Letters of Credit issued by such Issuing Lender exceed such Issuing Lender’s L/C Commitment, (ii) the outstanding aggregate amount of the Available Revolving Loans Commitments would exceed be less than zero or (iii) the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a of any Revolving Lender that the funding conditions set forth in Section 5.2 cannot would be satisfied at such timeless than zero. Each Letter of Credit shall, unless agreed by the Lenders, (i) be denominated in Dollars and (ii) shall 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, if requested by the Borrower and accepted by the applicable Issuing Lender in its sole and absolute discretion, a 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 such Issuing Lender may provide for the renewal thereof for additional one-one year periods containing an expiry date of more than twelve months after the date of issuance (which shall 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, 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) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: if (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the such Issuing Lender from issuing, amending or reinstating issuing such Letter of Credit, or any law, rule or regulation Law applicable to the such Issuing Lender or any request, guideline request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such Issuing Lender shall prohibit, or request that the such Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such Issuing Lender is not otherwise compensatedcompensated hereunder) not in effect on the Closing Date, or shall impose upon the such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; , (iiiii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement issuance of such Letter of Credit, that Credit would violate 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 such Issuing Lender; Lender applicable to letters of credit generally, (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (viiii) except as otherwise agreed by the Administrative Agent and the such Issuing Lender, such Letter of Credit is in an initial face stated amount less than $100,000; 10,000, (viiiv) such 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 that such time a Defaulting Lender, unless reallocated in accordance with Section 2.24 (a)(iv) if the such Issuing Lender has entered into arrangements satisfactory arrangements, including reallocation of such Lender’s Revolving Percentage of the outstanding L/C Obligations pursuant to Section 2.26(a)(iv) or the Issuing Lender (in its reasonable discretion) delivery of Cash Collateral with the Borrower or such Defaulting Lender to eliminate the such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv2.26(a)(iv)) with respect to the Defaulting such Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure Obligations as to which the such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. In addition, no Issuing Lender shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Lender would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 5.4, agrees to issue letters of credit (each a “Letters Letter of Credit”) for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during from the Letter of Credit Availability Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations would exceed the Total L/C Commitments at such timeCommitment, (2ii) after giving effect to such issuancethe aggregate amount of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the sum aggregate amount of all outstanding Letters of Credit issued by such Issuing Lender would exceed 33 1/3% of the L/C Exposure and the outstanding Revolving Loans would exceed the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such timeCommitment. Each Letter of Credit shall, unless agreed by the Lenders, shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and (iiz) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Letter of Credit Maturity Date; provided that provided, that, if one or more Letters of Credit may shall at any time have termination dates an expiry date that occur is later than five Business Days prior to the Letter of Credit Maturity Date to the extent Date, the Borrower shall have shall, not later than (i) Cash Collateralized such Letter of Credit five Business Days preceding the Maturity Date, deposit in an amount equal to at least 105% of the stated amount of such Letter of Credit or (ii) delivered to a cash collateral account established with 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 Agent, on terms and conditions, and issued by an issuer, reasonably conditions satisfactory to the Administrative Agent, provided further that any Letter 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 ▇▇▇▇▇’▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent an amount equal to the L/C Obligations with respect to such Letters of Credit with a oneif the Borrower’s senior unsecured long-year term may provide 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 ▇▇▇▇▇’▇; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrower shall survive the Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrower by the applicable Issuing Bank after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the renewal thereof for additional one-year periods (which shall purposes set forth in no event extend beyond the date referred to in clause (y) aboveSection 10.2(c). (b) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) if such issuance would conflict with, or cause the such Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement requirement of Law;law. (iic) any order, judgment or decree Schedule 5.1 contains a description of any Governmental Authority or arbitrator shall all letters of credit issued by its terms purport to enjoin or restrain the Issuing Lender from issuingLenders pursuant to the Existing Credit Agreement and which are to remain outstanding on the Effective Date. Each such letter of credit, amending or reinstating such including any extension thereof, shall constitute a “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 ” for all purposes 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 this Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionAgreement.

L/C Commitment. (a) Subject to the terms and conditions hereofof this Agreement, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during from the Letter of Credit Availability Period Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the aggregate principal amount of outstanding Revolving Loans Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Available Revolving Commitment at such time, or lesser of (31) the Issuing Lender has been notified in writing at least one Business Day prior to Working Capital Commitment and (2) the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time. Borrowing Base. (b) Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars and in a minimum amount of $100,000, (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 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 be a standby letter of credit issued for its benefit in a stated amount equal to at least 105% support obligations of the stated amount Borrower or any of such Letter its Subsidiaries, contingent or otherwise, incurred in the ordinary course of Credit business, (iii) expire on a date not later than the Termination Date and having terms and conditions, and issued by an issuer, reasonably that is otherwise satisfactory to the Administrative AgentIssuing Lender and (iv) be subject to the Uniform Customs and/or ISP 98, provided further that any Letter as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws 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). (b) State of Missouri. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Law;Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. (iic) any orderFor purposes of this Agreement, judgment or decree the Existing Letters of any Governmental Authority or arbitrator Credit set forth on Schedule 3.01 hereto shall by its terms purport to enjoin or restrain be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the Issuing Lender from issuing, amending or reinstating such initial expiration of each Existing Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 shall terminate and cancel each such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Existing Letter of Credit and all other L/C Exposure as request a new Letter of Credit to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect be issued in its sole discretionreplacement thereof.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 5.4, agrees to issue letters of credit (“Letters each a "Letter of Credit”") for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during from the Letter of Credit Availability Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, the L/C Exposure Obligations 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 Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such timeCommitment. Each Letter of Credit shall, unless agreed by the Lenders, shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and (iiz) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Letter of Credit Maturity Date; provided that provided, that, if one or more Letters of Credit may shall at any time have termination dates an expiry date that occur is later than five Business Days prior to the Letter of Credit Maturity Date to the extent Date, the Borrower shall have shall, not later than (i) Cash Collateralized such Letter of Credit five Business Days preceding the Maturity Date, deposit in an amount equal to at least 105% of the stated amount of such Letter of Credit or (ii) delivered to a cash collateral account established with 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 Agent, on terms and conditions, and issued by an issuer, reasonably conditions satisfactory to the Administrative Agent, provided further that any Letter 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 ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent an amount equal to the L/C Obligations with respect to such Letters of Credit with a oneif the Borrower's senior unsecured long-year term may provide 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 ▇▇▇▇▇'▇; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrower shall survive the Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrower by the applicable Issuing Bank after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the renewal thereof for additional one-year periods (which shall purposes set forth in no event extend beyond the date referred to in clause (y) aboveSection 10.2(c). (b) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) if such issuance would conflict with, or cause the such Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force requirement of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to cause the Issuing Lender agrees to issue letters of credit (“"Letters of Credit”") for the account of the relevant Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Credit Availability Revolving Commitment Period in such form as may be approved from time to time by the L/C Lender and the Issuing Lender; provided that the Issuing L/C Lender shall have no obligation to issue cause any Letter of Credit to be issued if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the outstanding Revolving Loans would exceed aggregate amount of the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot Commitments would be satisfied at such timeless than zero. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the L/C Lender and 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 Business Days prior to the Letter of Credit Maturity Revolving Termination 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 issuerprovided, reasonably satisfactory to the Administrative Agent, provided further that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The Issuing L/C Lender shall not at any time be obligated to issue cause any Letter of Credit if: (i) to be issued hereunder if such issuance would conflict with, or cause the L/C Lender, the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Bank, in reliance on the agreements of the other Banks set forth in Section 3.4(a), agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Domestic Business Day during from the Letter of Credit Availability Period date hereof through the Termination Date in such form as may be approved from time to time by the Issuing LenderBank; provided that the Issuing Lender Bank shall have no obligation to not issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the outstanding Revolving Loans principal amount of Loans, plus the aggregate outstanding amount of L/C Obligations, would exceed the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such timeCommitments. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars and dollars, (ii) be either (x) a standby letter of credit issued to support (I) obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital or other business needs of the Borrower or its Subsidiaries or (II) performance obligations of the Borrower and its Subsidiaries (including, without limitation, to obtain insurance coverage) (a "Standby Letter of Credit"), or (y) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Subsidiaries (a "Commercial Letter of Credit"), (iii) expire no later than the earlier Termination Date in the case of a Standby Letter of Credit and no later than 30 days prior to the Termination Date in the case of a Commercial Letter of Credit and (xiv) the first anniversary of expire no later than 360 days after its date of issuance and (y) in the date that is five Business Days prior to the case of each Commercial 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)Credit. (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Each Letter of Credit shall violate any applicable be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter State 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionNew York.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Bank agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower (or, with at the consent Borrower's request, any Subsidiary of the Lenders, any Loan Party) Borrower on any Business Day during the Letter of Credit Availability Commitment Period in such form as may be approved from time to time by the Issuing LenderBank; provided provided, that the Issuing Lender Bank shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, the 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 Revolving Commitment at such timefor any Lender, or the Letter of Credit Availability, would be less than zero. (3b) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time. Each Letter of Credit shall, unless agreed by the Lenders, : (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 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) expire no later have a face amount of (1) not less than $300,000 and (2) not more than the earlier amount that would, after giving effect to the issuance thereof, cause the Available Commitment of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to any Lender or the Letter of Credit Maturity DateAvailability to be less than zero; provided that Letters and (iii) expire (1) no earlier than 30 days after its date of Credit may have termination dates that occur issue and (2) no later than five Business Days prior to the then Final Maturity Date. (c) Each Letter of Credit Maturity Date shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the Borrower shall have (i) Cash Collateralized such Letter of Credit in an amount equal to at least 105% laws of the stated amount State 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)New York. (bd) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law;. (iie) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request Each party hereto acknowledges and agrees that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more each of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter Existing Letters 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 issued by the Issuing Bank pursuant hereto for all purposes hereunder and under the other Loan Documents. No amendment, modification or waiver of any applicable laws or regulations provision of this Section 3 (or any applicable policies other provision in any manner that would affect any right or duty of the Issuing Lender; (vBank) such Letter of Credit contains any provisions providing for automatic reinstatement may be made without the written consent 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionBank.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Revolving Lenders set forth in Section 2.8(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower (or, with the consent of the Lenders, or any Loan Party) Restricted Subsidiary on any Business Day during the Letter of Credit Revolving Availability Period in such form as may be approved from time to time by the such Issuing Lender, with the face amount of any outstanding Letters of Credit (and, without duplication, any unpaid drawing in respect thereof) reducing the Available Revolving Commitments on a Dollar-for-Dollar basis; provided that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the outstanding Revolving Loans would exceed the aggregate amount of such Issuing Lender’s Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot Commitments would be satisfied at such timeless than zero. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars or in an Alternate Currency, (ii) have a face amount of at least $100,000 (unless otherwise agreed by such Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance (unless otherwise agreed by the applicable Issuing Lender) and (y) the date that is five (5) Business Days prior to the Letter of Credit Maturity DateRevolving Termination Date (unless cash collateralized or backstopped or otherwise supported, in each case in a manner agreed to by the Borrower and the Issuing Lender); 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 automatic renewals and extensions pursuant to Section 2.6(b). Each Letter of Credit shall be governed by laws of the renewal thereof for additional one-year periods State of New York (which unless the laws of another jurisdiction is agreed to by the respective Issuing Lender). Notwithstanding anything herein to the contrary, no Issuing Lender shall in no event extend beyond the date referred have any obligation under this Agreement to in clause (y) above)issue a commercial letter of credit. (b) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: hereunder if (i) such issuance would conflict with, or cause the such Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; , (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the such Issuing Lender from issuing, amending or reinstating such issuing the Letter of Credit, or any law, rule or regulation Requirements of Law applicable to the such Issuing Lender or any request, guideline request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such Issuing Lender shall prohibit, or request that the such Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon the such Issuing Lender with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which the such Issuing Lender is not otherwise compensatedcompensated hereunder) not in effect on the Closing Date, or shall impose upon the such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; it and (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date issuance of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $100,000; (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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued would violate one or more policies of such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionapplicable to letters of credit generally for the account of similarly situated borrowers.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Credit Availability Revolving Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment, (ii) the outstanding Revolving Loans L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the Issuing Lender Commitment of such Issuing Lender (it being understood and agreed that, subject to the foregoing clause (i) and the following clause (iii), any Issuing Lender may, in its sole discretion, issue Letters of Credit in excess of its Issuing Lender Commitment as separately agreed with the Borrower and notified to the Administrative Agent) or (iii) the aggregate amount of the Available Revolving Commitment Commitments would be less than zero. The Borrower may, at such any time and from time to time, reduce or (3) increase the Issuing Lender has been notified in writing at least one Business Day prior to Commitment of any Issuing Lender with the issuance thereof by Administrative Agent or a Revolving Lender consent of such Issuing Lender; provided that the funding Borrower shall not reduce the Issuing Lender Commitment of any Issuing Lender if, after giving effect of such reduction, the conditions set forth in Section 5.2 canclauses (i) through (iii) above shall not be satisfied at such timesatisfied. Each Letter of Credit shall, unless agreed by the Lenders, shall (i1) be denominated in Dollars and (ii2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the 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) unless Cash Collateralized such Letter of Credit in an amount equal to at least 105103% of the stated face amount of such Letter of Credit or (iiand it being understood and agreed that (A) 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 any Letter of Credit will not be issued for longer than one year past the Revolving Termination Date or be renewable thereafter without the consent of the applicable Issuing Lender and having terms and conditions(B) the obligations of the L/C Participants under Section 3.4 shall not continue after the Revolving Termination Date with respect to any Letter of Credit that expires after the Revolving Termination Date), and issued by an issuer, reasonably satisfactory the date that is thirty (30) days prior to the Administrative AgentRevolving Termination Date, provided further that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) if such issuance would conflict with, or cause the such Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“"Letters of Credit”") ------------- ----------------- for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Credit Availability Period in such form as may be approved from time to time by the such Issuing Lender; provided that the Issuing Lender -------- shall have no obligation to not issue any Letter of Credit if, (1) after giving effect to such issuance, either (i) the L/C Exposure Obligations would exceed $30,000,000 or (ii) the Total Extensions of Credit 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 Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such timeCommitment. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance Termination Date and (y) the date that which is five Business Days prior to the Letter 12 months after its date 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)issuance. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C other Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Credit Revolving Availability Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the outstanding Revolving Loans would exceed aggregate amount of the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot Commitments would be satisfied at such timeless than zero. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars an L/C currency, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Letter of Credit Maturity Revolving Termination 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 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), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the 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 if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Letter of Credit Provider (or its permitted successors and assigns pursuant to Section 9.17), in reliance on the Issuing Lender agreements of the Committed Note Purchasers set forth in Sections 2.07 and 2.08, agrees to issue provide Interest Reserve Letters of Credit or other standby letters of credit requested by the Co-Issuers and agreed upon by Letter of Credit Provider in its sole discretion (together with the Interest Reserve Letters of Credit each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) Co-Issuers or its designee on any Business Day during at any time until the Letter of Credit Availability Period date that is ten (10) Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.06(g) in such form as may be approved from time to time by the Issuing LenderLetter of Credit Provider; provided that the Issuing Lender Letter of Credit Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment, or (ii) the outstanding Revolving Loans Series 2021-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior Series 2021-1 Class A-1 Notes Maximum Principal Amount. Notwithstanding anything herein to the issuance thereof by Administrative Agent or contrary, if a Revolving Lender requested Letter of Credit would cause the Series 2021-1 Class A-1 Outstanding Principal Amount attributable to a Letter of Credit Provider (in its capacity as Committed Note Purchaser and Letter of Credit Provider) to exceed its Commitment Amount (an “L/C Commitment Excess”), the Investor Groups shall effectuate a reallocation of the Series 2021-1 Class A-1 Outstanding Principal Amounts to the extent necessary so that, immediately after such requested Letter of Credit is issued, no L/C Commitment Excess would exist; provided that the funding conditions set forth in Section 5.2 canCo-Issuers shall not be satisfied at liable for any Breakage Amounts resulting solely from such timereallocations. Each Letter of Credit shall, unless agreed by the Lenders, shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Co-Issuers and the Letter of Credit Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Letter of Credit Maturity Commitment Termination Date (the “Required Expiration 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 automatic extensions thereof for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the Required Expiration Date) unless the Letter of Credit Provider notifies each beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date referred (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided further that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in clause 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) above). other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the Letter of Credit Provider in its sole and absolute discretion have been made with the Letter of Credit Provider (band, if the Letter of Credit 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 Series 2021-1 Interest Reserve Letter of Credit shall (1) name the Indenture Trustee, for the benefit of the Noteholders, as the beneficiary thereof; (2) allow the Indenture Trustee to submit a notice of drawing in respect of such Series 2021-1 Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Interest Reserve Account, pursuant to the Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Series 2021-1 Interest Reserve Letter of Credit shall be paid directly into the Interest Reserve Account or otherwise used to pay Required Interest Reserve Draw Amounts in accordance with Sections 5.01(c) of the Indenture. The Issuing Lender Letter of Credit Provider shall not at any time be obligated to issue (I) provide any Letter of Credit if: (i) hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Lender Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law;Law or (II) amend any Letter of Credit hereunder if (1) the Letter of Credit Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iia) 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 Indenture Trustee to authenticate the Series 2021-1 Class A-1 L/C Notes, which the Co-Issuers shall deliver to the Letter of Credit Providers on the Series 2021-1 Closing Date; provided that, if such Series 2021-1 Class L/C Note is an Uncertificated Note, the Indenture Trustee shall instead register it as described in Section 2.01(a) of the Indenture. Such 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 Letter of Credit Provider or in such other name or nominee as the Letter of Credit Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to $0 and (unless it is an Uncertificated Note) shall be duly authenticated in accordance with the provisions of the Indenture. The issuance and sale of the Series 2021-1 Class A-1 L/C Notes to the Letter of Credit Providers shall be subject to satisfaction of the conditions set forth in Section 7.01. The Series 2021-1 Class A-1 L/C Notes shall be Variable Funding Notes that are Class A-1 Notes payable in accordance with the Indenture, the Series 2021-1 Supplement and this Agreement. Each drawing on a Letter of Credit after the Series 2021-1 Closing Date will constitute a Borrowing 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 and shall be deemed to be a Series 2021-1 Class A-1 Outstanding L/C Subfacility Amount. 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 (in the form of Series 2021-1 Class A-1 Outstanding L/C Subfacility Amount) 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 the purposes of accrual of interest. Subject to the terms of this Agreement, each drawing of a Letter of Credit will constitute a “L/C Subfacility Increase” in the outstanding principal amount evidenced by the Series 2021-1 Class A-1 L/C Note and reimbursements of any Unreimbursed L/C Drawings thereunder will constitute a “L/C Subfacility Decrease” in the outstanding principal amount evidenced by the Series 2021-1 Class A-1 L/C Note. Each Letter of Credit Provider and the Co-Issuers agree to promptly notify the Series 2021-1 Class A-1 Administrative Agent and the Indenture Trustee of any such decreases for which notice to the Series 2021-1 Class A-1 Administrative Agent is not otherwise provided hereunder. (b) The Co-Issuers may (or shall cause the Manager on its behalf to) from time to time request that any Letter of Credit Provider provide a new Letter of Credit by delivering to the Letter of Credit Provider at its address for notices specified herein an application therefor in the form required by the applicable Letter of Credit Provider or L/C Issuing Bank, as applicable (an “Application”), completed to the satisfaction of the Letter of Credit Provider, and such other certificates, documents and other papers and information as the Letter of Credit Provider may reasonably request. Upon receipt of any completed Application, the Letter of Credit Provider will notify the Series 2021-1 Class A-1 Administrative Agent and the Indenture 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 2.06(a) and (i)) and, subject to the other conditions set forth herein and upon receipt of written confirmation from the Series 2021-1 Class A-1 Administrative Agent (based, with respect to any portion of the Series 2021-1 Class A-1 Outstanding L/C Subfacility Amount held by any Person other than the Series 2021-1 Class A-1 Administrative Agent, solely on written notices received by the Series 2021-1 Class A-1 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 Notes Maximum Principal Amount (provided that the Letter of Credit 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 Series 2021-1 Class A-1 Administrative Agent for purposes of determining whether the Letter of Credit Provider received such prior written confirmation from the Series 2021-1 Class A-1 Administrative Agent with respect to any Letter of Credit), the Letter of Credit 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 Letter of Credit 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 2.06(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 Letter of Credit Provider and the Co-Issuers. The Letter of Credit Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Series 2021-1 Class A-1 Administrative Agent) promptly following the issuance thereof. Each Letter of Credit Provider shall promptly furnish to the Series 2021-1 Class A-1 Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, and the Indenture Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (c) The Co-Issuers shall pay to the Letter of Credit Provider the L/C Monthly Fees (as defined in the Series 2021-1 Class A-1 Notes Fee Letter, the “L/C Monthly Fees”) in accordance with the terms of the Series 2021-1 Class A-1 Notes Fee Letter and subject to the Priority of Payments. In addition, the Co-Issuers shall pay to or reimburse the Letter of Credit Provider for its own account or for the account of the applicable L/C Issuing Bank the L/C Issuance Fees (as defined in the Series 2021-1 Class A-1 Notes Fee Letter, the “L/C Issuance Fees”) in accordance with the terms of the Series 2021-1 Class A-1 Notes Fee Letter and subject to the Priority of Payments. (d) 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. (e) The Co-Issuers may, upon at least three (3) Business Days’ notice to the Series 2021-1 Class A-1 Administrative Agent and the applicable Letter of Credit Provider, effect a permanent reduction in the related 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 Letter of Credit Provider and the Series 2021-1 Class A-1 Administrative Agent, the Letter of Credit 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 2021-1 Class A-1 Advance Notes and the L/C Commitment does not exceed the aggregate amount of the Commitments. (f) Each Letter of Credit Provider shall satisfy its obligations under this Section 2.06 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate as long as any such Letter of Credit issued would not be an Ineligible Interest Reserve Letter of Credit. If any such Letter of Credit would be an Ineligible Interest Reserve Letter of Credit, a Person selected by the Co-Issuers (at the reasonable expense of the Co-Issuers) shall issue such Letter of Credit; provided that any Letter of Credit issued by such Person would not be an Ineligible Interest Reserve Letter of Credit (the Letter of Credit Provider (or such Affiliate of the Letter of Credit Provider) or such other Person selected by the Co-Issuers (at the reasonable expense of the Co-Issuers), in each case in its capacity as the Co-Issuers of such Letter of Credit being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). (g) Each of the 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 Section 2.06(g) be a “Letter of Credit” that has been issued hereunder and such Person selected by the Co-Issuers be an “L/C Issuing Bank”. (h) Each Letter of Credit Provider and, if the Letter of Credit Provider is not the L/C Issuing Bank for any Letter of Credit, the L/C Issuing Bank shall be under no obligation 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 the Letter of Credit Provider or the L/C Issuing Lender Bank, as applicable, from issuing, amending or reinstating such issuing the Letter of Credit, or (ii) any law, rule or regulation law applicable to the Letter of Credit Provider or the L/C Issuing Lender Bank, as applicable, or any request, guideline request or directive (whether which request or not having directive, in the reasonable judgment of the Letter of Credit Provider or the L/C Issuing Bank, as applicable, has the force of law) from any Governmental Authority with jurisdiction over the Letter of Credit Provider or the L/C Issuing Lender Bank, as applicable, shall prohibitprohibit the Letter of Credit Provider or the L/C Issuing Bank, or request that the Issuing Lender refrain fromas applicable, the issuance, amendment, renewal or reinstatement from issuing of letters of credit generally or such the Letter of Credit in particular or shall impose upon particular. (i) Unless otherwise expressly agreed by the Issuing Lender with respect to such applicable Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent Provider or the BorrowerL/C Issuing Bank, at least one Business Day prior to as applicable, and the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Co-Issuers when a Letter of Credit is not issued, the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in form and substance acceptable effect at the time of issuance) shall apply to the Issuing Lender, or the issuance, amendment or renewal of a each standby Letter of Credit issued hereunder. (j) For the avoidance of doubt, the L/C Commitment shall violate any applicable laws or regulations or any applicable policies be a sub-facility limit of the Issuing Lender;Commitment Amounts and aggregate outstanding Unreimbursed L/C Drawings as of any date of determination shall be a component of the Series 2021-1 Class A-1 Outstanding Principal Amount on such date of determination, pursuant to the definition thereof. (vk) such Each Series 2021-1 Interest Reserve Letter of Credit contains any provisions providing for automatic reinstatement (including all drawings thereunder) shall be subject to Section 4.04 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.I

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the Committed Note Purchasers set forth in Sections 2.08 and 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 Borrower (or, with the consent of the Lenders, any Loan Party) Co-Issuers on any Business Day during the Letter of Credit Availability Period period commencing on the Series 2012-1 Closing Date and ending on the date that is ten Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided that the Issuing Lender L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the outstanding Revolving Loans Series 2012-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such timeSeries 2012-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall, unless agreed by the Lenders, shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $100,000 (unless otherwise agreed by the L/C Provider) 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 Business Days prior to the Letter of Credit Maturity Commitment Termination Date (the “Required Expiration 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 automatic renewal thereof for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date referred (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided further that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in clause 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) above). other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (band, 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 (1) name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, as the beneficiary thereof; (2) allow the Control Party on behalf of 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 Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit if: (i) hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Lender Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law;Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iib) 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 2012-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2012-1 Closing Date. Such initial Series 2012-1 Class A-1 L/C Note shall be dated the Series 2012-1 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 2012-1 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 2012-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2012-1 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 2012-1 Class A-1 L/C Note and shall be deemed to be Series 2012-1 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 2012-1 Supplement, the outstanding principal amount evidenced by the Series 2012-1 Class A-1 L/C Note may 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 order, judgment or decree 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 Governmental Authority such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Co-Issuers may (or arbitrator 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, which, for the L/C Issuing Bank as of the Closing Date, shall be in the form of Exhibit A-2 hereto), 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. 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 2012-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2012-1 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 2012-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2012-1 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 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 2012-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms purport of the Series 2012-1 Class A-1 VFN Fee Letter and subject to enjoin the Priority of Payments. (e) In addition, the Co-Issuers shall jointly and severally pay to or restrain reimburse the L/C Provider for the account of the applicable L/C Issuing Lender from issuingBank the L/C Fronting Fees (as defined in the Series 2012-1 Class A-1 VFN Fee Letter, amending or reinstating the “L/C Fronting Fees”) in accordance with the terms of the Series 2012-1 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 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 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 if the L/C Issuing Bank Rating Test is satisfied with respect to the L/C Provider and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to the L/C Provider and the issuance of such Letter of Credit, or any law, rule or regulation applicable to a Person selected by (at the Issuing Lender or any request, guideline or directive (whether or not having the force expense of) Brand Holdings II shall issue such Letter of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request Credit; provided that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement such Person and issuance of letters of credit generally or such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider in particular its capacity as the issuer of such Letter of Credit or shall impose upon such other Person selected by (at the expense of) Brand Holdings II being referred to as the “L/C Issuing Lender 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 any restriction, reserve or capital requirement (for which if the Issuing Lender Person is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrowera U.S. commercial bank that has, at least one Business Day prior to the requested date time of issuance, amendment, renewal or reinstatement the issuance of such Letter of Credit, that one (i) a short-term certificate of deposit rating of not less than “P-1” from ▇▇▇▇▇’▇ and “A-1” from S&P and (ii) a long-term unsecured debt rating of not less than “Baa1” from ▇▇▇▇▇’▇ or more “BBB+” from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested such proposed 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionCredit.

L/C Commitment. (a) Subject to the terms and conditions hereofof this Agreement, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during from the Letter of Credit Availability Period Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the aggregate principal amount of outstanding Revolving Loans Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Available Revolving Commitment at such time, or lesser of (31) the Issuing Lender has been notified in writing at least one Business Day prior to Working Capital Commitment and (2) the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time. Borrowing Base. (b) Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars and in a minimum amount of $100,000, (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 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 be a standby letter of credit issued for its benefit in a stated amount equal to at least 105% support obligations of the stated amount Borrower or any of such Letter its Subsidiaries, contingent or otherwise, incurred in the ordinary course of Credit business, (iii) expire on a date not later than the Termination Date and having terms and conditions, and issued by an issuer, reasonably that is otherwise satisfactory to the Administrative AgentIssuing Lender and (iv) be subject to the Uniform Customs and/or ISP 98, provided further that any Letter as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws 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). (b) State of Missouri. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Law;Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. (iic) any orderFor purposes of this Agreement, judgment or decree the Existing Letters of any Governmental Authority or arbitrator Credit set forth on Schedule 3.01 hereto shall by its terms purport to enjoin or restrain be deemed issued under this Agreement and ------------- shall constitute Letters of Credit for all purposes under this Agreement. Upon the Issuing Lender from issuing, amending or reinstating such initial expiration of each Existing Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 shall terminate and cancel each such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Existing Letter of Credit and all other L/C Exposure as request a new Letter of Credit to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect be issued in its sole discretionreplacement thereof.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank, in reliance on the Issuing Lender agreements of the other Lenders set forth in subsection 3.9, agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Revolving Credit Availability Commitment Period in such form as may be approved from time to time by the such Issuing LenderBank; provided that the no Issuing Lender Bank shall have no any obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations at such time would exceed the Total L/C Commitment, (ii) the Standby Letter of Credit Outstandings at such time would exceed $100,000,000, (iii) the Aggregate Revolving Credit Outstandings at such time would exceed the aggregate amount of the Revolving Credit Commitments at such time, (2iv) after giving effect to such issuancein the case of Letters of Credit issued in currencies other than Dollars only, the sum of the L/C Exposure and the outstanding Revolving Loans Obligations in respect of Letters of Credit issued in currencies other than Dollars would exceed the Available Revolving Foreign L/C Commitment Sublimit at such time, time or (3v) in the Issuing Lender has been notified in writing at least one Business Day case of Letters of Credit issued prior to the issuance thereof by Administrative Agent or occurrence of a Revolving Lender that Collateral Release Event, the funding conditions set forth in Section 5.2 cannot be satisfied Aggregate Outstanding Extensions of Credit at such time would exceed the Borrowing Base at such time. Each Continuing Letter of Credit shall be deemed to be issued under this Agreement on the Effective Date (to the extent such Continuing Letter of Credit has not been fully drawn or has not expired or been terminated as of the Effective Date) and shall be (x) a Letter of Credit for all purposes hereof (other than subsection 3.7) and the other Loan Documents and (y) a Trade Letter of Credit or a Standby Letter of Credit, as applicable, for purposes of subsections 3.8(b) and 3.8(c), respectively. (b) Each Letter of Credit shall, unless agreed by the Lenders, : (i) be denominated in Dollars or such other currency that as of the date of issuance thereof is in the reasonable judgment of the relevant Issuing Bank (which shall be binding on the L/C Participants) freely convertible or exchangeable into Dollars as the Borrower, the relevant Issuing Bank and the Administrative Agent may from time to time agree, and shall be either (A) a standby letter of credit issued to support obligations of the Borrower or a Subsidiary, contingent or otherwise (a "Standby Letter of Credit"), or (B) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Borrower and its Subsidiaries in the ordinary course of business (a "Trade Letter of Credit"), and (ii) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Credit Termination Date and (B) one year after the date of issuance thereof, provided that, subject to clause (A) above, any Letter of Credit Maturity Date; provided that Letters may, at the request of Credit may have termination dates that occur later than five Business Days prior to the Letter Applicant as set forth in the applicable Application, be automatically renewed on each anniversary of Credit Maturity Date to the extent issuance thereof for an additional period of one year unless the Borrower shall have (i) Cash Collateralized Issuing Bank which issued such Letter of Credit in an amount equal to shall have given at least 105% of sixty days prior written notice to the stated amount Borrower and the beneficiary of such Letter of Credit or (ii) delivered to that such Letter of Credit will not be renewed, in which case such Letter of Credit may, at the Administrative Agent a letter of credit issued for its benefit in a stated amount equal to at least 105% option of the stated amount Borrower, provide that the beneficiary of such Letter of Credit and having terms and conditions, and issued by an issuer, reasonably satisfactory will be entitled to the Administrative Agent, provided further that any draw on such Letter of Credit with a one-year term may provide for at any time during the renewal thereof for additional one-year periods (which shall in no event extend beyond thirty days prior to the date referred to in clause (y) above)expiry thereof. (bc) The 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) No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing Lender 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 Borrower (or, with the consent of the Lenders, any Loan Party) Borrowers on any Business Day during the Letter Commitment Period (i) in the case of Credit Availability Period Fronted Letters of Credit, in such form as may be approved from time to time by the 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 the such Applicable Issuing Lender Party shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, the L/C Exposure aggregate amount of the Available Commitments would exceed be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the Total L/C aggregate amount of the Available Commitments at being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such timeFronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, (2) after giving effect the provisions of Section 3.4 shall be applicable to such issuance, Fronted Letter of Credit only to the sum extent of the L/C Exposure 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 outstanding Revolving Loans would exceed portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Available Revolving Commitment at such time, or (3) Participated Portion shall be subject and subordinate in right of payment and as to priority of the Issuing Lender has been notified in writing at least one Business Day prior security provided by the Collateral to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such timeall other Obligations. Each Letter of Credit shall, unless agreed by the Lenders, 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 Letter of Credit Maturity Termination 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. (b) The No Applicable Issuing Lender Party shall not at any time be obligated to issue (i) any Letter of Credit if: (i) if such issuance would conflict with, or cause the such Applicable Issuing Lender or Party, any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law; Law or (ii) any order, judgment or decree Secured Letter of Credit on behalf of any Governmental Authority 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 arbitrator shall by its terms purport (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to enjoin or restrain Section 1 of Article II of the Issuing Lender from issuing, amending or reinstating such applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, or any law, rule or regulation applicable to the Applicable Issuing Lender or any request, guideline or directive (whether or not having the force of law) Party shall obtain confirmation from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or that the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more requirements imposed by clause (ii) of the applicable conditions contained in Section 5.2 preceding sentence 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the “Letters of Credit”) for the account of the Borrower (or, with the consent of the Lenders, or any Loan Party) Subsidiary thereof on any Business Day during from the Letter of Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Availability Period Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (a) the L/C Exposure Obligations 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 Commitment or (b) the outstanding Revolving Loans Credit Outstandings would exceed the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such timeCredit Commitment. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars and a Permitted Currency, (ii) be in a minimum amount of $100,000 (or, with respect to an Alternative Currency Letter of Credit, the amount of the Alternative Currency in which such Alternative Letter of Credit is to be denominated which is equivalent to $100,000 at the most favorable spot exchange rate determined by the Administrative Agent to be available to it at approximately 11:00 a.m. two (2) Business Days before such Alternative Currency Letter of Credit is to be issued or extended) (or such lesser amount as agreed to by the Issuing Lender), (iii) if a standby Letter of Credit, expire on a date no later more than twelve (12) months after the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the 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 or last renewal of such Letter of Credit or (iisubject to customary automatic renewal for additional one (1) delivered year periods pursuant to the Administrative Agent a letter of credit issued for its benefit in a stated amount equal to at least 105% terms of the stated amount Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date, (iv) if a commercial Letter of Credit, expire on a date no more than 180 days after the date of issuance of such Letter of Credit and having terms and conditionsCredit, and issued by an issuer, reasonably satisfactory which date shall be no later than the fifth (5th) Business Day prior to the Administrative AgentRevolving Credit Maturity Date and (v) be subject to the Uniform Customs and/or ISP98, provided further that any as set forth in the Letter of Credit with a one-year term may provide for Application or as determined by the renewal thereof for additional one-year periods (which shall in no event extend beyond Issuing Lender and, to the date referred to in clause (y) above). (b) extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications 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 outstanding Letters of Credit, or any law, rule or regulation applicable to unless the Issuing Lender or any request, guideline or directive (whether or not having the force context otherwise requires. As of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Rollover Letter of Credit is not in form shall constitute, for all purposes of this Agreement and substance acceptable to the Issuing Lenderother Loan Documents, 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 issued 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionoutstanding under this Agreement.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 3.4(a), agrees to issue at the request of the Borrower letters of credit (each a “Letters Letter of Credit”) for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) Group Member on any Business Day during the Letter of Credit Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that (i) the Borrower shall not request, and no Issuing Lender shall have no obligation be required to issue issue, any Letter of Credit if, (1) 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 sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies issued by such Issuing Lender plus (y) the outstanding amount of all Letters of Credit issued by such Issuing Lender other than those denominated in L/C Foreign Currencies would exceed such Issuing Lender’s L/C Commitment then in effect, (B) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies plus (y) the outstanding amount of all Letters of Credit other than those denominated in L/C Foreign Currencies would exceed the L/C Exposure Sublimit then in effect, or (C) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies plus (y) the amount of the Extensions of Credit other than Letters of Credit denominated in L/C Foreign Currencies would exceed the Total L/C Commitments at such time, lesser of (2) after giving effect to such issuance, the sum of the L/C Exposure and the outstanding Revolving Loans would exceed the Available Revolving Commitment at such time, or (3I) the Issuing Lender has been notified Total Commitments then in writing at least one Business Day prior to effect and (II) the issuance thereof by Administrative Agent or Borrowing Base and (ii) the Borrower shall be a Revolving Lender that co-applicant, and jointly and severally liable with respect to, each Letter of Credit issued for the funding conditions set forth in Section 5.2 cannot be satisfied at such timeaccount of any other Group Member. Each Letter of Credit shall, unless agreed by the Lenders, shall (ix) be denominated in Dollars or, if agreed by the applicable Issuing Lender, any L/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 prior to one year after the Letter date 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 issuance of such Letter of Credit and having terms and conditions, and issued by an issuer, reasonably satisfactory (B) thirty (30) days prior to the Administrative AgentTermination Date then in effect; provided, provided further that any Letter of Credit with a one-year term tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause (yB). If agreed by an Issuing Lender, Letters of Credit issued by such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) abovedays prior to the Termination Date then in effect); provided that the Borrower shall not request the issuance of any such Letter of Credit if the aggregate face amount of all such Letters of Credit outstanding on the date of such request and giving effect to the proposed issuance would exceed the Dollar Equivalent of $10,000,000. (b) The An Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each of the Issuing Lender Lenders, in reliance on the agreements of the Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) Credit for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Credit Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided provided, that the no Issuing Lender shall have no obligation be obliged to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations would exceed the Total L/C Commitments at such timeCommitment, (2ii) after giving effect to such issuance, the sum of the aggregate outstanding principal amount of all Loans made by the Lenders and of the L/C Exposure and the Obligations then outstanding Revolving Loans would exceed the Available Aggregate Revolving Credit Commitment at such timethen in effect, or (3iii) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a any Lender's Available Revolving Lender that the funding conditions set forth in Section 5.2 cannot Credit Commitment would be satisfied at such time. less than $0. (b) Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars and Dollars, unless otherwise approved by the Issuing Lenders; (ii) be in a minimum dollar amount of $100,000, unless otherwise approved by the Issuing Lenders; (iii) if a Standby Letter of Credit, be issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or to finance the working capital and business needs of the Borrower or any of its Subsidiaries in the ordinary course of business; (iv) if a Standby Letter of Credit, expire no later than two years after the earlier of (x) the first anniversary date of its issuance; and (v) if a Commercial Letter of Credit, expire no later than ninety days after the date of issuance and its issuance. (yc) the date that is five Business Days prior to the Each Commercial Letter of Credit Maturity Date; provided that Letters of Credit may have termination dates that occur later than five Business Days prior shall be subject to the Uniform Customs and each Standby Letter of Credit Maturity Date shall, at the discretion of the Issuing Lender, be subject either to the extent Uniform Customs or to the Borrower shall have (i) Cash Collateralized such Letter of Credit in an amount equal to at least 105% ISP98, except that rule 5.09 of the stated amount of such Letter of Credit or (ii) delivered ISP98 shall not be applicable; notwithstanding anything to the Administrative Agent a letter of credit issued for its benefit contrary in a stated amount equal any Application or other document related 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)Credit. (bd) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 3.4(a), agrees to issue at the request of the Borrower letters of credit (each a “Letters Letter of Credit”) for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) Group Member on any Business Day during the Letter of Credit Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that (i) the Borrower shall not request, and no Issuing Lender shall have no obligation be required to issue issue, any Letter of Credit if, (1) 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 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 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 Exposure 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 Total L/C Commitments at such time, lesser of (2) after giving effect to such issuance, the sum of the L/C Exposure and the outstanding Revolving Loans would exceed the Available Revolving Commitment at such time, or (3AI) the Issuing Lender has been notified Total Commitments then in writing at least one Business Day prior to effect and (BII) the issuance thereof by Administrative Agent or Borrowing Base and (ii) the Borrower shall be a Revolving Lender that co-applicant, and jointly and severally liable with respect to, each Letter of Credit issued for the funding conditions set forth in Section 5.2 cannot be satisfied at such timeaccount of any other Group Member. Each Letter of Credit shall, unless agreed by the Lenders, shall (ix) be denominated in Dollars 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 prior to one year after the Letter date 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 issuance of such Letter of Credit and having terms and conditions, and issued by an issuer, reasonably satisfactory (B) thirty (30) days prior to the Administrative AgentTermination Date then in effect; provided, provided further that any Letter of Credit with a one-year term tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause (yB). If agreed by an Issuing Lender, Letters of Credit issued by such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) abovedays prior to the Termination Date then in effect); provided that the Borrower shall not request the issuance of any such Letter of Credit if the aggregate face amount of all such Letters of Credit outstanding on the date of such request and giving effect to the proposed issuance would exceed the Dollar Equivalent of $10,000,000. (b) The An Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Bank, in reliance on the agreements of the other Banks set forth in subsection 3.5(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) Company and its Designated Subsidiaries on any Business Day during on or after the Letter Effective Date until the date which is five Business Days prior to the end of Credit Availability the Commitment Period in such form as may be approved from time to time by the Issuing LenderBank (all such letters of credit outstanding on the date hereof and all letters of credit to be issued hereunder, together with all extensions, renewals and replacements thereof, are herein collectively referred to as the "Letters of Credit"); provided that the Issuing Lender Bank shall have no obligation to issue any Letter of Credit if at the time of such issuance a Default exists or an Event of Default has occurred and is continuing or if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the Available Revolving Credit Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot would be satisfied at such timeless than zero. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars Dollars, (ii) expire no later than the Termination Date and (ii) expire no later than the earlier a date one year after its issuance. Each Letter of Credit shall be issued as credit support for (x) the first anniversary of its date of issuance insurance and vendor financial obligations, (y) the date that is five Business Days prior to the 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% performance bonds issued on behalf of the stated amount Company or any Designated Subsidiary in its ordinary course of such Letter of Credit business, including, but not limited to, bonds required for court proceedings, or (ii2) delivered to the Administrative Agent a letter of credit issued other similar financial support for its benefit in a stated amount equal to at least 105% obligations 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)Company. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of the Issuing Bank's principal place of business. (c) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Credit Availability Revolving Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no an obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure would exceed the Total L/C Commitments at such time, (2) after giving effect to such issuance, the sum aggregate amount of the L/C Exposure and the outstanding Revolving Loans would exceed the Available Revolving Commitment at such time, Commitments would be less than zero or (3ii) the Issuing Lender has been notified Total Permitted Foreign Currency Extensions of Credit would exceed $50,000,000. Each letter of credit outstanding on the Closing Date and listed on Schedule 3.1 shall constitute a “Letter of Credit” for the purposes of this Agreement, provided, that if the account party in writing at least one Business Day prior to respect of any such letter of credit is not the issuance thereof by Administrative Agent or a Revolving Lender that Borrower (any such account party, an “Existing Account Party”), the funding conditions set forth in Section 5.2 cannot Borrower and the relevant Existing Account Party shall be satisfied at such timejointly and severally liable for all obligations (including reimbursement obligations) applicable thereto. Each Letter of Credit shall, unless agreed by the Lenders, (i) be denominated in Dollars and (ii) shall expire no later than the earlier of (xx)(A) the first anniversary of its date of issuance issuance, in the case of standby Letters of Credit, and (B) 180 days after the date of issuance, in the case of commercial Letters of Credit, and (y) the date that is five Business Days prior to the Letter of Credit Maturity Revolving Termination 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 standby 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). (b) The Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) No Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during from the Letter of Credit Availability Period Closing Date through but not including the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (a) the L/C Exposure Obligations 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 Commitment or (b) the Committed Extensions of Credit would exceed such Lender's Commitment or (c) the aggregate principal amount of all outstanding Revolving Loans plus the L/C Obligations would exceed the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such timeAggregate Commitment. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars and in a minimum amount of $500,000, (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 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 be a standby letter of credit issued for its benefit in a stated amount equal to at least 105% support obligations of the stated amount Borrower or any of such Letter its Subsidiaries, contingent or otherwise, incurred in the ordinary course of Credit and having terms and conditionsbusiness, and issued by an issuer(iii) have a term of not more than one (1) year, reasonably satisfactory (iv) expire on a date which shall be no later than thirty (30) days prior to the Administrative AgentTermination Date and (v) be subject to the Uniform Customs and, provided further that any Letter to the extent not inconsistent therewith, the laws 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). (b) State of North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications 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 existing Letters of Credit, or any law, rule or regulation applicable to unless 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 context otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionrequires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Bank, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a) agrees to issue letters of credit (“Letters of Credit”"LETTERS OF CREDIT") for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Credit Availability Commitment Period in such form as may be approved from time to time by the Issuing LenderBank; provided PROVIDED that the Issuing Lender Bank shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (1) the L/C Exposure Obligations would exceed the Total L/C Commitments at such timeCommitment, (2) after giving effect to such issuance, the sum of the L/C Exposure and the outstanding Revolving Loans would exceed the Available Revolving Commitment at such time, Credit Commitments would be less than zero or (3) the Issuing Lender has been notified in writing Aggregate Covered Outstanding Revolving Extensions of Credit at least one Business Day prior to such time would exceed the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied Borrowing Base at such time. . (b) Each Letter of Credit shall, unless agreed by the Lenders, : (i1) be denominated in Dollars and shall be either (iiA) a standby letter of credit issued to support obligations of the Borrower (a "STANDBY LETTER OF CREDIT"), or (B) a commercial letter of credit issued in respect of the purchase of goods or services by the Borrower and its Subsidiaries in the ordinary course of business (a "COMMERCIAL LETTER OF CREDIT") and (2) expire no later than the earlier of (xi) one year after the first anniversary of its date of issuance and (yii) the date that is five Business Days prior to the Letter of Credit Maturity Termination 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 tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (yii) above). (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (d) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject Each Existing Letter of Credit is deemed to be a letter of credit issued hereunder for all purposes of this Agreement and the other Loan Documents. In addition, subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“together with the Existing Letters of Credit”, the "Letters of Credit") for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Credit Availability Revolving Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the outstanding Revolving Loans would exceed aggregate amount of the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot Commitments would be satisfied at such timeless than zero. Each Letter of Credit shall, unless agreed by the Lenders, (i) shall be denominated in Dollars and Dollars, (ii) shall be either (A) a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise (a "Standby Letter of Credit"), or (B) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit") and (iii) shall expire no later than the earlier of (x) the first anniversary of its date of issuance in the case of any Standby Letter of Credit, or 180 days after its date of issuance in the case of any Commercial Letter of Credit and (y) the date that is five Business Days prior to the Letter of Credit Maturity Revolving Termination 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Bank, in reliance on the agreements of the other Lenders set forth in subsection , agrees to issue letters of credit (“Letters of Credit”) Credit for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Credit Availability Commitment Period in such form as may be approved from time to time by the Issuing LenderBank; provided that the Issuing Lender Bank shall have no obligation to not issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Limit, (ii) the Available Revolving Commitment at such time, would be less than zero or (3iii) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot subsection 2.1(b) would be satisfied at such time. violated. (b) Each Letter of Credit shall, unless agreed by the Lenders, : (i) be denominated in Dollars and shall be either a Standby L/C or a Commercial L/C; (ii) expire no later than the earlier of Maturity Date; and (xiii) if the first anniversary of its date of issuance and (y) the date that is five Business Days Termination Date occurs prior to the expiration of any such 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 Credit, such Letter of Credit shall be replaced and returned to the Issuing Bank undrawn and marked "canceled" on or prior to Termination Date or to the extent that the Borrower is unable to replace any such Letter of Credit, the Borrower shall deposit funds into the L/C Cash Collateral Account until such Letter of Credit has been cash collateralized in an amount equal to at least 105% of the stated face amount of such Letter of Credit or Credit. (iic) 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 Each Letter of Credit and having terms and conditions, and issued by an issuer, reasonably satisfactory shall be subject to the Administrative AgentUniform Customs and, provided further that any Letter to the extent not inconsistent therewith, the laws 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)State of New York. (bd) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participating Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Banks, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower (or, with the consent or any of the Lenders, any Loan Party) its Subsidiaries on any Business Day during the Letter of Credit Availability Period in such form as may be approved from time to time by the Issuing LenderPeriod; provided that the Issuing Lender Banks shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations (including the Dollar Equivalent of such Lender’s Foreign Currency Letters of Credit) owing to the relevant Issuing Bank would exceed the Total such Issuing Bank’s Individual L/C Commitments at such timeSublimit, (2ii) after giving effect to such issuance, the sum of the L/C Exposure and Obligations owing to the outstanding Revolving Loans Issuing Banks would exceed the Available Revolving Commitment at such time, L/C Sublimit or (3iii) the Issuing Lender has been notified in writing at least one Business Day prior to sum of the issuance thereof by Administrative Agent or a Revolving Lender that total Credit Exposures exceeding the funding conditions set forth in Section 5.2 cannot be satisfied at such timetotal Commitments. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars Dollars, Euro 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 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above); provided, further, that any Letter of Credit may, upon the request of the Borrower and without the consent of any other Issuing Bank or Lender, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Maturity Date) unless and until the applicable Issuing Bank notifies the beneficiary thereof in writing within the time period specified in such Letter of Credit or, if no such time period is specified, at least 30 days prior to the then-applicable expiration date, that such Letter of Credit will not be renewed. (b) The No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit if: (i) if such issuance would conflict withviolate, or cause the such Issuing Lender Bank or any relevant L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) Borrowers on any Business Day during from the Letter of Credit Availability Period Closing Date through but not including the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, : (a) the L/C Exposure Obligations 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 Commitment, or (b) the L/C Obligations, together with the outstanding principal amount of all Revolving Loans Credit Loans, would exceed the Available Revolving Aggregate Commitment at such (as the same may, from time to time, be reduced pursuant to Section 2.6 herein); or (3c) the Issuing Available Commitment of any Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot would be satisfied at such timeless than zero. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars and in a minimum amount of $75,000, (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 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 be standby or (ii) delivered to the Administrative Agent a direct pay letter of credit issued for its benefit in a stated amount equal to at least 105% support obligations of the stated amount Borrowers or any of such Letter their Subsidiaries, contingent or otherwise, incurred in the ordinary course of Credit and having terms and conditionsbusiness, and including, without limitation, any letter of credit issued by an issuerin connection with the Bond Transaction, reasonably (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than one (1) year from the date of issuance as to any standby letter of credit, or, if earlier, the Termination Date (unless otherwise agreed by the Administrative Agent), provided further that any Letter and (iv) be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws 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). (b) Commonwealth of Pennsylvania. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.be

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the Committed Note Purchasers set forth in Sections 2.08 and 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 Borrower (or, with the consent of the Lenders, any Loan Party) Master Issuer or its designee on any Business Day during the Letter of Credit Availability Period period commencing on the Series 2022-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided that the Issuing Lender L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment, or, (ii) the outstanding Revolving Loans Series 2022-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such timeSeries 2022-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall, unless agreed by the Lenders, shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000 (unless otherwise agreed by the L/C Provider), 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 Letter of Credit Maturity Commitment Termination Date (the “Required Expiration 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 automatic renewal thereof for additional one-year periods periods, each individually not to exceed twelve (12) months (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies each beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date referred (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided further that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in clause 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) above). other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (band, 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. The Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit if: (i) hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Lender Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law;Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iib) any orderOn the terms and conditions set forth in the Indenture and this Agreement, judgment 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 Notes, which the Master Issuer 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(e) of the Series 2022-1 Supplement. Such Series 2022-1 Class A-1 L/C Note shall be dated the Series 2022-1 Closing Date, shall be registered in the name of the L/C Provider or decree 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 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 Governmental Authority Letter of Credit or arbitrator 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 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) (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 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 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 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 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 to the L/C Provider 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 purport of the Series 2022-1 Class A-1 VFN Fee Letter and subject to enjoin 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 Master 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 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 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 restrain through an Affiliate if the L/C Issuing Lender from issuingBank Rating Test is satisfied with respect to such Affiliate, amending or reinstating 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, or any law, rule or regulation applicable to a Person selected by the Issuing Lender or any request, guideline or directive Master Issuer (whether or not having at the force expense of lawthe L/C Provider) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request issue such Letter of Credit; provided that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement such Person and issuance of letters of credit generally or 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 Master Issuer (at the expense of the L/C Provider), in particular or shall impose upon each case in its capacity as the issuer of such Letter of Credit being referred to as the “L/C Issuing Lender 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 any restriction, reserve or capital requirement (for which if the Issuing Lender Person is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrowera U.S. commercial bank that has, at least one Business Day prior to the requested date time of issuance, amendment, renewal or reinstatement the issuance of such Letter of Credit, that one (i) a short-term certificate of deposit rating of not less than “A-2” (or more 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 applicable conditions contained parties hereto shall execute any amendments to this Agreement reasonably requested by the Master Issuer in order to have any letter of credit issued by a Person selected by the Master Issuer pursuant to this Section 5.2 shall not then 2.07(h) or Section 5.19 of the Base Indenture be satisfied; (iv) a “Letter of Credit” that has been issued hereunder and such Person selected by the Master Issuer be an “L/C Issuing Bank”. If any requested Letter of Credit is not issued by an L/C Provider hereunder in form favor of an insurance or other similar provider to any Non-Securitization Entity or Securitization Entity no longer satisfies such provider’s criteria for an eligible or otherwise conforming letter of credit for its particular purpose, the Master Issuer may select an alternative Person to issue a replacement for such Letter of Credit; provided that such Person and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal issuance of a such replacement Letter of Credit satisfies the L/C Issuing Bank Rating Test, and such L/C Provider shall violate any applicable laws or regulations or any applicable policies reasonably cooperate with the Master Issuer in connection with the termination and replacement 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionCredit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the L/C Tranche Lenders set forth in Section 3.4(a), agrees to issue letters of credit and bank guarantees (each a “Letters Letter of Credit”) under the L/C Tranche Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower (or, with the consent of the Lenders, any Loan “Applicable Account Party”) on any Business Day during the Letter Commitment Period of Credit Availability Period such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderpurpose thereof; provided provided, that the (i) 509265-1725-11432-13209999 no Applicable Account Party shall request, and no Issuing Lender shall have no obligation be required to issue issue, any Letter of Credit if, (1) 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 Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender's L/C Exposure Issuing Commitment then in effect, (B) the Total L/C Tranche Extensions of Credit would exceed the Total L/C Commitments Tranche Commitment then in effect, (C) prior to the Collateral Release Date, the Dollar Equivalent of the then Outstanding Amount of Covered Debt would exceed the Borrowing Base at such timedate, (2D) after giving effect to such issuance, the Total Consolidated GMF Exposure would exceed $4 billion or (E) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Total L/C Exposure and the outstanding Revolving Loans Tranche Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Available Revolving Commitment at such time, or Total L/C Tranche Commitments then in effect and (3ii) the Issuing Lender has been notified in writing at least one Business Day prior Company shall be jointly and severally liable with respect to each Letter of Credit issued for the issuance thereof by Administrative Agent or a Revolving Lender that account of an Applicable Account Party (other than the funding conditions set forth in Section 5.2 cannot be satisfied at such timeCompany). Each Letter of Credit shall, unless agreed by the Lenders, shall (ix) be denominated in Dollars or any Optional Currency and (iiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is one year after the date of issuance of such Letter of Credit and (B) five Business Days prior to the 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 Termination 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 Issuing Lender then in a stated amount equal to at least 105% of the stated amount of such Letter of Credit and having terms and conditionseffect; provided, and issued by an issuer, reasonably satisfactory to the Administrative Agent, provided further that any Letter of Credit with a one-year term or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (yB), unless and to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) above)or (2) continue past such date referred to in the foregoing clause (B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender. Any such Collateralization of a Letter of Credit provided by a Loan Party or Applicable Account Party, as applicable, with respect to a Letter of Credit, together with accrued interest or earnings thereon, shall be terminated and (to the extent not applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall be released to the Loan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor. (b) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) if such issuance would conflict with, or cause the such Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 4.4(a), agrees to issue letters of credit (“"Letters of Credit”") for the account of the any Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Revolving Credit Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (1) the L/C Exposure Obligations 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 Revolving Commitment at such time, or (32) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot aggregate Available RC Commitments would be satisfied at such time. less than zero. (b) Each Letter of Credit shall, unless agreed by the Lenders, : (i1) be denominated in Dollars and shall be either (iiA) a standby letter of credit issued to support obligations of any or all of the Borrowers, contingent or otherwise, in respect of insurance obligations, to ▇▇▇▇▇▇▇'▇ compensation board or similar Governmental Authority for ▇▇▇▇▇▇▇'▇ compensation liabilities of a Borrower, for general corporate purposes in the ordinary course of business and for such other purposes as may be approved by the Issuing Lender and the Administrative Agent (such consent not to be unreasonably withheld) (a "Standby Letter of Credit"), or (B) a commercial letter of credit issued in respect of the purchase of goods or services by the Borrowers in the ordinary course of business (a "Commercial Letter of Credit"); and (2) expire no later than the earlier of (xi) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Letter of Revolving 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 Termination 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 and (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 for additional one-year periods (which shall in no event extend beyond 364 days from the date referred of issuance (subject to in clause (y) aboverenewal). (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the state of relevant origin. (d) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 3.4(a), agrees to issue at the request of the Borrower letters of credit (each a “Letters Letter of Credit”) for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) Group Member on any Business Day during the Letter of Credit Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that (i) the Borrower shall not request, and no Issuing Lender shall have no obligation be required to issue issue, any Letter of Credit if, (1) 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 sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies issued by such Issuing Lender plus (y) the outstanding amount of all Letters of Credit issued by such Issuing Lender other than those denominated in Optional Currencies would exceed such Issuing Lender’s L/C Commitment then in effect, (B) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the outstanding amount of all Letters of Credit other than those denominated in Optional Currencies would exceed the L/C Exposure Sublimit then in effect, or (C) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total L/C Commitments at such time, lesser of (2) after giving effect to such issuance, the sum of the L/C Exposure and the outstanding Revolving Loans would exceed the Available Revolving Commitment at such time, or (3A) the Issuing Lender has been notified Total Commitments then in writing at least one Business Day prior to effect and (B) the issuance thereof by Administrative Agent or Borrowing Base and (ii) the Borrower shall be a Revolving Lender that co-applicant, and jointly and severally liable with respect to, each Letter of Credit issued for the funding conditions set forth in Section 5.2 cannot be satisfied at such timeaccount of any other Group Member. Each Letter of Credit shall, unless agreed by the Lenders, shall (ix) be denominated in Dollars or, if agreed by the applicable Issuing Lender, any Optional Currency and (iiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is five Business Days prior to one year after the Letter date 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 issuance of such Letter of Credit and having terms and conditions, and issued by an issuer, reasonably satisfactory (B) thirty (30) days prior to the Administrative AgentTermination Date then in effect; provided, provided further that any Letter of Credit with a one-year term tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause (yB). If agreed by an Issuing Lender, Letters of Credit issued by such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) abovedays prior to the Termination Date then in effect); provided that the Borrower shall not request the issuance of any such Letter of Credit if the aggregate face amount of all such Letters of Credit outstanding on the date of such request and giving effect to the proposed issuance would exceed the Dollar Equivalent of $5,000,000. (b) The An Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the Lenders set forth in Section 3.4(a), agrees to issue (or cause its Applicable Lending Office to issue) letters of credit (“Letters of Credit”) for the account of the Borrower (orand, with the consent of such Issuing Lender, letters of guarantee (each a “Letter of Credit”) under the Lenders, any Domestic Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the “Applicable Account Party”) on any Business Day during the Letter Commitment Period of Credit Availability Period such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderpurpose thereof; provided provided, that the (i) no Applicable Account Party shall request, and no Issuing Lender shall have no obligation be required to issue (or cause its Applicable Lending Office to issue), any Letter of Credit if, (1) 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 Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C Sublimit then in effect, (C) the Total Consolidated GMF Exposure would exceed $2 billion or (D) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Total Domestic Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total L/C Domestic Commitments at such time, then in effect and (2) after giving effect to such issuance, the sum of the L/C Exposure and the outstanding Revolving Loans would exceed the Available Revolving Commitment at such time, or (3ii) the Issuing Lender has been notified in writing at least one Business Day prior Company shall be jointly and severally liable with respect to each Letter of Credit issued for the issuance thereof by Administrative Agent or a Revolving Lender that account of an Applicable Account Party (other than the funding conditions set forth in Section 5.2 cannot be satisfied at such timeCompany). Each Letter of Credit shall, unless agreed by the Lenders, shall (ix) be denominated in Dollars or any Optional Currency and (iiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is one year after the date of issuance of such Letter of Credit and (B) five Business Days prior to the 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 Termination 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 Issuing Lender then in a stated amount equal to at least 105% of the stated amount of such Letter of Credit and having terms and conditionseffect; provided, and issued by an issuer, reasonably satisfactory to the Administrative Agent, provided further that any Letter of Credit with a one-year term or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (yB), unless and to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) or (2) continue past such date referred to in the foregoing clause (B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender; provided, further, that, upon request of the Company and with the consent of the relevant Issuing Lender, a Letter of Credit may have a tenor of longer than one year so long as such Letter of Credit does not extend beyond the date referred to in clause (B) above (or, to the extent such Letter of Credit does extend beyond such date, it is in compliance with the parenthetical in clause (1) above). Any such Collateralization of a Letter of Credit provided by a Loan Party or Applicable Account Party, as applicable, with respect to a Letter of Credit, together with accrued interest or earnings thereon, shall be terminated and (to the extent not applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall be released to the Loan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor. (b) The No Issuing Lender shall not at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit if: (i) if such issuance would conflict with, or cause the such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereofof this Agreement, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during from the Letter of Credit Availability Period Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the aggregate principal amount of outstanding Revolving Loans Extensions of Credit, would exceed the Available Revolving Commitment at such timeCommitments. The Existing Letters of Credit shall be deemed to have been issued pursuant hereto, or and from and after the Closing Date shall be subject to, and governed by, the terms and conditions hereof. (3b) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars and in a minimum amount of $500,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) (A) expire no on a date not later than the earlier of five (x5) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Letter of Credit Maturity Termination Date; provided that Letters of Credit may , (B) 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 a term not exceeding one year, (iC) 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, otherwise reasonably satisfactory to the Administrative AgentIssuing Lender, provided further that any Letter and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of 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). (b) State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications 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 existing Letters of Credit, or any law, rule or regulation applicable to unless 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 context otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionrequires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender agrees designated by it, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), to issue letters of credit (a “Letters L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of Credit”credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be ▇▇▇▇▇ Fargo Bank) for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Credit Availability Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that that, the Issuing Lender L/C Arranger shall have no obligation to issue cause any Letter of Credit to be issued if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the outstanding Revolving Loans would exceed aggregate amount of the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot Commitments would be satisfied at such timeless than zero. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and 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 Business Days prior to the Letter of Credit Maturity Revolving Termination 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The Issuing Lender L/C Arranger shall not at any time be obligated to issue cause any Letter of Credit if: (i) to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender Lender, Underlying Issuer, or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the Committed Note Purchasers set forth in Sections 2.08 and 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 Borrower (or, with the consent of the Lenders, any Loan Party) Co-Issuers on any Business Day during the Letter of Credit Availability Period period commencing on the Series 2019-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided that the Issuing Lender L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the outstanding Revolving Loans Series 2019-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such timeSeries 2019-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall, unless agreed by the Lenders, shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Co-Issuers and the 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 Letter of Credit Maturity Commitment Termination Date (the “Required Expiration 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 automatic renewal thereof for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date referred (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, further, that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in clause accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date or (y) above). other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (band, 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 (1) 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 Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit if: (i) hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Lender Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law;Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iib) 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 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; provided that, if such Series 2019-1 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 2019-1 Supplement. Such initial Series 2019-1 Class A-1 L/C Note shall be dated the Series 2019-1 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 2019-1 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 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 order, judgment or decree 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 Governmental Authority such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Co-Issuers may (or arbitrator 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 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 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 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 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 2019-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms purport of the Series 2019-1 Class A-1 VFN Fee Letter and subject to enjoin the Priority of Payments. (e) In addition, the Co-Issuers shall jointly and severally pay to or restrain reimburse the L/C Provider for the account of the applicable L/C Issuing Lender from issuingBank the L/C Fronting Fees, amending if any, in accordance with the terms of the Series 2019-1 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 reinstating 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 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, the L/C Provider or any law, rule or regulation applicable to a Person selected by (at the Issuing Lender or any request, guideline or directive (whether or not having expense of the force L/C Provider) the Co-Issuers shall issue such Letter of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request Credit; provided that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement such Person and issuance of letters of credit generally or 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 particular its capacity as the issuer of such Letter of Credit or shall impose upon such other Person selected by the Co-Issuers being referred to as the “L/C Issuing Lender 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 any restriction, reserve or capital requirement (for which if the Issuing Lender Person is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrowera U.S. commercial bank that has, at least one Business Day prior to the requested date time of issuance, amendment, renewal or reinstatement the issuance of such Letter of Credit, that one (i) a short-term certificate of deposit rating of not less than “P-2” from ▇▇▇▇▇’▇ and “A-2” from S&P and (ii) a long-term unsecured debt rating of not less than “Baa2” from ▇▇▇▇▇’▇ or more “BBB” from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested such proposed 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionCredit.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a), agrees to issue letters the Class G Letter of credit (“Credit and to issue Commercial Letters of Credit”) Credit and/or Standby Letters of Credit for the account of the Borrower (or, with and for the consent account of the LendersParent (but in no event shall the same Letter of Credit be issued for both the account of the Parent and the Borrower) (the Class G Letter of Credit, any Loan PartyCommercial Letters of Credit and Standby Letters of Credit being, collectively, "Letters of Credit") on any Business Day during the Letter of Credit Availability L/C Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue (i) any Standby Letter of Credit if, (1) after giving effect to such issuance, (A) the L/C Exposure Obligations would exceed the Total L/C Commitments at such timeCommitment or (B) the Available Commitment of all the Lenders would be less than zero or (ii) any Commercial Letter of Credit if, (2) after giving effect to such issuance, the sum of (A) the L/C Exposure and the outstanding Revolving Loans Obligations would exceed the L/C Commitment, (B) the Available Revolving Commitment at such time, of all the Lenders would be less than zero or (3C) the Issuing Lender has been notified in writing at least one Business Day prior L/C Obligations with respect to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time. all Commercial Letters of Credit would exceed $3,000,000. (b) Each Letter of Credit shall, unless agreed by the Lenders, : (i) be denominated in Dollars and shall be either (A) the Class G Letter of Credit, (B) a standby letter of credit issued to support obligations of the Parent or any of its Subsidiaries, as the case may be, contingent or otherwise, to provide credit support for workers' compensation, other insurance programs and other corporate purposes, including to support Existing Letters of Credit (a "Standby Letter of Credit"), or (C) a commercial letter of credit issued in respect of the purchase of goods or services by the Parent or any of its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit"); (ii) with respect to each Standby Letter of Credit, expire no later than the earlier of (xA) the first anniversary of 365 days after its date of issuance and or (yB) the Termination Date; and (iii) with respect to each Commercial Letter of Credit, expire no later than the earlier of (A) 360 days after its date that is five Business Days prior to of issuance or (B) the Termination Date. (c) Each Letter of Credit Maturity Date; provided that Letters of Credit may have termination dates that occur later than five Business Days prior shall be subject to the Letter of Credit Maturity Date Uniform Customs and, to the extent not inconsistent therewith, the Borrower shall have (i) Cash Collateralized such Letter of Credit in an amount equal to at least 105% laws of the stated amount State 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)New York. (bd) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; ; provided that each Lender agrees to use reasonable efforts (iiconsistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of such a designation would permit such Lender not to conflict with, or cause such Lender not to exceed, any order, judgment or decree limits imposed by any Requirement of Law in connection with the issuance of any Governmental Authority Letter of Credit and such designation would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. The Borrower may replace any Lender (but the Agents shall not have any obligation to identify or arbitrator shall by its terms purport to enjoin or restrain locate a replacement Lender) which, as a result of circumstances affecting such Lender, causes the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or to no longer have an obligation to issue 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 with an Assignee who shall impose upon become a Lender hereunder pursuant to subsection 11.6(c). Notwithstanding the Issuing foregoing, no such replaced Lender with respect shall be required to sell to such Letter of Assignee its Revolving Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, Loans at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretiontheir par value.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower (or, with the consent and on behalf of the Lenders, Borrower or any Loan Partyof its Subsidiaries or Joint Ventures) on any Business Day during the Letter of Credit Availability Commitment Period in such customary form as may be approved from time to time by the such Issuing Lender; provided that the such Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the Total L/C Commitments at such time, (2) after giving effect to such issuance, the sum Issuing Lender’s portion of the L/C Exposure and CommitmentIssuing Lender Limit, (ii) the outstanding Revolving Loans aggregate amount of the Available Commitments would be less than zero, (iii) the Borrowing Base Availability would be less than zero or (iv) the L/C Obligations in respect of Letters of Credit that are Financial Letters of Credit would exceed the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such timeFinancial Letter of Credit Sublimit. Each Letter of Credit shall, unless agreed by the Lenders, shall (iA) be denominated in Dollars and (iiB) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to 364 days after the Letter of Credit Maturity Termination 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 (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 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, at least 60 days prior to the 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 in a cash collateral account established with the Administrative Agent for the benefit of the applicable Issuing Lender on terms and conditions satisfactory to the Administrative Agent and such Issuing Lender. 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 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 Letters of Credit issued by it and its portion of the L/C Commitment and (ii) the Administrative Agent shall confirm to each Issuing Lender the aggregate 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. (b) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) if such issuance would conflict with, or cause the any Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Revolving Credit Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations would exceed the Total L/C Commitments at such time, lesser of (2x) after giving effect to such issuance, the sum of the L/C Exposure and Commitment or (y) unless otherwise agreed by the outstanding Revolving Loans would exceed Administrative Agent, the then applicable Maximum Outstanding Amount of Letters of Credit or (ii) the aggregate amount of the Available Revolving Commitment at such time, or Credit Commitments would be less than zero. (3b) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars Dollars, (ii) be available to support the obligations of the Borrower or any Guarantor under self insurance or workers' compensation insurance programs, including renewal of existing letters of credit, and for other purposes reasonably satisfactory to the Administrative Agent and (iiiii) expire no later than the earlier date that is 60 days after the Maturity Date (subject to certain extension provisions acceptable to the Administrative Agent and the applicable Issuing Lender; provided, that if the Termination Date occurs prior to the expiration of any Letter of Credit, the Borrower shall, on or prior to the Termination Date, (x) cause all such Letters of Credit to be returned to the first anniversary of its date of issuance applicable Issuing Bank undrawn and marked "cancelled" or (y) the date that is five Business Days prior to the 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 that the Borrower shall have (i) Cash Collateralized is unable to replace and return any such Letter of Credit Credit, deposit cash in the L/C Cash Collateral Account in an amount equal to at least 105% of the stated face amount of all such Letters of Credit, as collateral security for the Borrower's reimbursement obligations in connection therewith, such cash to be remitted to the Borrower upon the expiration, cancellation or other termination or satisfaction of the Borrower's reimbursement obligations in respect of all such Letters of Credit and all other Obligations then outstanding under this Agreement. (c) Each Letter of Credit or (ii) delivered shall be subject to the Administrative Agent a letter of credit issued for its benefit in a stated amount equal Uniform Customs and, to at least 105% the extent not inconsistent therewith, the laws of the stated amount State 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)New York. (bd) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, -------------- the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in subsection 4.4(a), agrees to issue letters of credit (“"Letters of Credit”") ----------------- for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Credit Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of -------- Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the outstanding Revolving Loans Aggregate Outstandings of all Lenders would exceed the Available Revolving Commitment at such time, or lesser of (3x) the Issuing Lender has been notified aggregate Commitments and (y) the Borrowing Base then in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such timeeffect. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Canadian Dollars and shall be either (x) a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business (a "Standby Letter of ----------------- Credit"), or (y) a commercial letter of credit in respect of the purchase of ------ goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit"), (ii) expire no later than --------------------------- the earlier of Termination Date, and (xiii) the first anniversary of expire no later than 365 days after its date of issuance and (y) the date that is five Business Days prior to the 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)issuance. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the Province of Ontario and the laws of Canada applicable therein. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) Borrowers on any Business Day during the Letter of Credit Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the such Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, the L/C Exposure aggregate amount of the Available Commitments would exceed be less than zero and, provided, further, that, if any Issuing Lender shall issue any Letter of Credit that results in the Total L/C aggregate amount of the Available Commitments at being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such timeLetter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, (2) after giving effect the provisions of Section 3.4 shall be applicable to such issuance, Letter of Credit only to the sum extent of the L/C Exposure portion thereof (the "Participated Portion") that, if such 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 outstanding Revolving Loans would exceed portion of such Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Available Revolving Commitment at such time, or (3) Participated Portion shall be subject and subordinate in right of payment and as to priority of the Issuing Lender has been notified in writing at least one Business Day prior security provided by the Collateral to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such timeall other Obligations. Each Letter of Credit shall, unless agreed by the Lenders, 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 Letter of Credit Maturity Termination 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. (b) The No Issuing Lender shall not at any time be obligated to issue (i) any Letter of Credit if: (i) if such issuance would conflict with, or cause the such Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; Law or (ii) any order, judgment or decree Secured Letter of Credit on behalf of any Governmental Authority or arbitrator shall by its terms purport 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 enjoin or restrain the Issuing Lender from issuing, amending or reinstating issuance of such Secured Letter of Credit, (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in a Collateral Account of such Borrower established pursuant to Section 4.02 of the Security Agreement or any law, rule or regulation applicable to (z) the Issuing Lender or any request, guideline or directive (whether or not having the force issuance 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 Secured Letter of Credit in particular or shall impose upon would cause the Issuing Lender with respect to such Letter Dollar Amount of the aggregate undrawn and unexpired face amount of Secured Letters of Credit issued for the account of all Borrowers hereunder to exceed $250,000,000. Prior to issuing any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Secured Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 Issuing Lender 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 obtain confirmation from the Administrative Agent and that the Issuing Lender, such Letter requirements imposed by clause (ii) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to preceding sentence shall be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionsatisfied.

L/C Commitment. (a) Subject to Section 2.3.1 and the other terms and conditions hereofprovisions of this Agreement, the Issuing Lender agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower (orstandby, with the consent of the Lendersdocumentary and trade), any Loan Party) on any Business Day during the Letter of Credit Availability Period in each case containing such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, the 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 Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time. Each Letter of Credit shall, unless agreed by the Lenders, (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the 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, conditions as are permitted by this Agreement and issued by an issuer, are reasonably satisfactory to the Administrative Agent, provided further that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 (each, a “Letter of 1377643.07 Credit”), at the request of and for the account of the Company from time to time before the scheduled Termination Date and, as more fully set forth in its reasonable discretionSection 2.3.2, each Lender with a Revolving Commitment agrees to purchase a participation in each such Letter of Credit; provided that (a) with the Borrower or 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 Defaulting Lender time). Subject to eliminate the foregoing limitations in this Section, and the other requirements in this Agreement, the Administrative Agent, the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to , the Defaulting Company and each Lender arising from either agrees that any letter of credit issued by the Letter of Credit then proposed 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 issued or such a Letter of Credit under this Agreement and all under the other L/C Exposure as to which 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 has actual or potential Fronting Exposurebearing LOC #S580339 in the amount of $325,000.00, naming Safety National Casualty as it may elect beneficiary, and bearing an 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 amount of $450,000.00, naming K▇▇▇▇▇ Insurance as beneficiary, and bearing an expiry date of May 6, 2008, (iii) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LOC #S580337 in the amount of $4,730,381.00, naming The Travelers Indemnity Company as beneficiary, and bearing an expiry date of May 6, 2008, (iv) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LOC #S599094 in the amount of $230,000, naming Mutual Indemnity Ltd. as beneficiary, bearing an expiry date of June 5, 2008, (v) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LOC #S599096 in the amount of $1,523,000, naming Lumbermens Mutual Casualty Company as beneficiary, bearing an expiry date of June 5, 2008, (vi) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LOC # S599093 in the amount of $922,494, naming Reliance Insurance Company as beneficiary, bearing an expiry of June 6, 2008, (vii) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LC #S599259 in the amount of $11,122,500, naming The Travelers Indemnity Company as beneficiary, bearing an expiry of June 6, 2008, (viii) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LC #S599337 in 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 (x) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LC #S599260 in the amount of $596,000, naming Royal Indemnity Company on Behalf of itself and its sole discretionAffiliated Companies as beneficiary, bearing an expiry of June 6, 2008.

L/C Commitment. (a) Subject to the terms and conditions hereof, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a), JPMorgan Chase Bank, as an Issuing Lender Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, “Letters of Credit”) for the account of the a requesting Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Revolving Credit Availability Commitment Period in such form as may be approved from time to time by the such Issuing LenderBank; provided that the such Issuing Lender Bank shall not, and shall have no obligation to to, issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the Available Revolving Credit Commitment at such time, or (3) of all the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot Lenders would be satisfied at such timeless than zero. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars or in a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, and shall be either (x) a standby letter of credit issued to support obligations of the Company or its Subsidiaries, contingent or otherwise for general corporate needs, or (y) a documentary letter of credit in respect of the purchase of goods or services by the Company or its Subsidiaries in the ordinary course of business and (ii) expire no later than the earlier of (x) one year from the first anniversary of its date of issuance and thereof or (y) the date that is five Business Days business days prior to the Letter of Credit Maturity Termination 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 tenor may provide for the renewal thereof for additional one-year periods (periods, which shall in no event extend beyond the date referred to in clause (y) above). (b) The Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during from the Letter of Credit Availability Period Closing Date through but not including the date which is six (6) Business Days prior to the Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (a) the L/C Exposure Obligations would exceed the Total lesser of (i) the L/C Commitments at such time, Commitment or (2ii) after giving effect to such issuance, the Aggregate Commitment less the sum of the L/C Exposure and Dollar Amount of the outstanding Revolving Loans would exceed aggregate principal amount of all other Extensions of Credit or (b) the Available Revolving Commitment at such time, or (3) the Issuing of any Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot would be satisfied at such timeless than zero. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars and Dollars, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire no later than one (1) year from the earlier of (x) the first anniversary of its date of issuance and thereof; provided, that any such Letter of Credit may be automatically extendible for periods of up to one year so long as such Letter of Credit provides that the Issuing Lender retains an option, satisfactory to such Issuing Lender, to terminate such Letter of Credit within a specified period of time prior to each scheduled extension date; provided, further, that in no case shall such expiration date be later than five (y5) the date that is five Business Days prior to the Letter of Credit Maturity Date; provided that Letters of Credit may have termination dates that occur later than five Business Days prior , and (iv) be subject to the Letter of Credit Maturity Date Uniform Customs and/or ISPA98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Borrower shall have (i) Cash Collateralized such Letter of Credit in an amount equal to at least 105% laws of the stated amount State 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications 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 existing Letters of Credit, or any law, rule or regulation applicable to unless 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 context otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionrequires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the Committed Note Purchasers set forth in Sections 2.08 and 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 Borrower (or, with the consent of the Lenders, any Loan Party) Master Issuer or its designee on any Business Day during the Letter of Credit Availability Period period commencing on the Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided that the Issuing Lender L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations would exceed the Total L/C Commitments at such time, (2) after giving effect to such issuance, the sum of the L/C Commitment or (ii) the Series 2022-1 Class A-1 Notes Exposure and the outstanding Revolving Loans Amount would exceed the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such timeSeries 2022-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall, unless agreed by the Lenders, shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the 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 Letter of Credit Maturity Commitment Termination Date (the “Required Expiration 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 automatic renewal thereof for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date referred (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, further, that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in clause 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 (y) above). such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (b1) 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 Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit if: (i) hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Lender Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law;Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) 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) any orderbe registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, judgment or decree (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 Governmental Authority such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Master Issuer may (or arbitrator 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. 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 purport of the Series 2022-1 Class A-1 VFN Fee Letter and subject to enjoin 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 restrain through an Affiliate, so long as the L/C Issuing Lender from issuing, amending or reinstating 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, the L/C Provider or any law, rule or regulation applicable to a Person selected by (at the Issuing Lender or any request, guideline or directive (whether or not having expense of the force L/C Provider) the Master Issuer shall issue such Letter of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request Credit; provided that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement such Person and issuance of letters of credit generally or 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 particular its capacity as the issuer of such Letter of Credit or shall impose upon such other Person selected by the Master Issuer being referred to as the “L/C Issuing Lender 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 any restriction, reserve or capital requirement (for which if the Issuing Lender Person is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrowera U.S. commercial bank that has, at least one Business Day prior to the requested date time of issuance, amendment, renewal or reinstatement the issuance of such Letter of Credit, that one (i) a short-term certificate of deposit rating of not less than “P-2” from ▇▇▇▇▇’▇ and “A-2” from S&P and (ii) a long-term unsecured debt rating of not less than “Baa2” from ▇▇▇▇▇’▇ or more “BBB” from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested such proposed 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionCredit.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby and commercial letters of credit (“"Letters of Credit”") for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during from the Letter of Credit Availability Period Closing Date through but not including the Revolving Loan Termination Date in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the Available Commitment of any Revolving Commitment at such time, or (3) the Issuing Credit Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot would be satisfied at such timeless than zero. Each Letter of Credit shall, unless agreed by the Lenders, shall (iA) be denominated in Dollars in a minimum amount of $1,000,000 for standby Letters of Credit and $25,000 for commercial Letters of Credit, (iiB) be a standby or commercial letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (C) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (x) the first anniversary of its date of issuance Non-Default Maturity Date and (yD) the date that is five Business Days prior be subject to the 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 Uniform Customs and, to the extent not inconsistent therewith, the Borrower shall have (i) Cash Collateralized such Letter of Credit in an amount equal to at least 105% laws of the stated amount State 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications 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 existing Letters of Credit, or any law, rule or regulation applicable to unless 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 context otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionrequires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agree ments of the other Lenders set forth in Section 3.4(a), agrees to issue standby or direct pay letters of credit (“"Letters of Credit”") for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during from the Letter of Credit Availability Period Closing Date through but not including the Revolving Termination Date in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (a) the L/C Exposure Obligations 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 Commitment or (b) the Available Revolving Commitment at such time, or (3) the Issuing of any Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot would be satisfied at such timeless than zero. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars and in a minimum amount of $1,000,000, (ii) be a standby or direct pay 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 (including without limitation in support of obligations in connection with Project Related Debt) (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (x) the first anniversary of its date of issuance Revolving Termination Date and (yiv) the date that is five Business Days prior be subject to the 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 Uniform Customs and, to the extent not inconsistent therewith, the Borrower shall have (i) Cash Collateralized such Letter of Credit in an amount equal to at least 105% laws of the stated amount State 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications 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 existing Letters of Credit, or any law, rule or regulation applicable to unless 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 context otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionrequires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during from the Letter of Closing Date through but not including the Revolving Credit Availability Period Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (a) the L/C Exposure Obligations 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 Commitment or (b) the aggregate principal amount of outstanding Revolving Loans Credit Loans, plus the aggregate amount of L/C Obligations would exceed the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such timeCredit Commitment. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars and in a minimum amount of $1,000,000, or in such other amount as agreed to by the Administrative Agent, (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 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 be a standby letter of credit issued for its benefit in a stated amount equal to at least 105% support obligations of the stated amount Borrower or any of such Letter its Subsidiaries, contingent or otherwise, incurred in the ordinary course of Credit and having terms and conditionsbusiness, and issued by an issuer(iii) expire on a date no more than one (1) year from the issuance thereof, reasonably satisfactory which date shall be no later than five (5) business days prior to the Administrative AgentRevolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISPA 98, provided further that any Letter as set forth in the Application or as to be determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws 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). (b) State of North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications 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 Existing Letters of Credit, or any law, rule or regulation applicable to unless 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 context otherwise requires. The Existing Letters of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restrictionbe, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on from and after the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter Letters 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionhereunder.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Administrative Agent, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to arrange for the Issuing Bank to issue letters of credit (“Letters of Credit”) Credit for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) Borrowers on any Business Day during from the Letter of Credit Availability Period Closing Date through but not including five (5) Business Days prior to the Maturity Date in such form as may be approved from time to time by the such Issuing LenderBank; provided provided, that the Issuing Lender Administrative Agent shall have no obligation to issue arrange for the issuance of any such Letter of Credit if, (1) after giving effect to such issuance, (a) the L/C Exposure Obligations 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 Commitment or (b) the aggregate principal amount of outstanding Revolving Loans Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate principal amount of outstanding Protective Advances, plus the aggregate amount of L/C Obligations would exceed the Available Revolving Commitment at such time, or lesser of (3x) the Issuing Lender has been notified in writing at least one Business Day prior to Revolving Credit Commitment and (y) the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such timeBorrowing Base Amount. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars and in a minimum amount of $5,000, (ii) be a standby or commercial letter of credit issued to support obligations of any Credit Party, contingent or otherwise, incurred in the ordinary course of business (including bid, performance, surety and similar bonds or obligations), (iii) expire on a date no later more than twelve (12) months after the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the 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 or last renewal of such Letter of Credit or (iiit being understood and agreed that such limitation shall not be construed to prohibit the issuance by such Issuing Bank of “evergreen” Letters of Credit providing for automatic extension for periods not exceeding 12 months), which expiry date (including any such date that could automatically be extended pursuant to an “evergreen” provision contained in a Letter of Credit) delivered shall be no later than the fifth (5th) Business Day prior to the Administrative Agent a letter of credit issued for its benefit date specified in a stated amount equal to at least 105% clause (a) of the stated amount definition of such the term “Maturity Date” and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit and having terms and conditionsApplication or as determined by such Issuing Bank and, and issued by an issuer, reasonably satisfactory to the extent not inconsistent therewith, the laws of the State of New York. The Administrative Agent, provided further that Agent shall not be obligated to arrange for the issuance of any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications 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 outstanding Letters of Credit, or any law, rule or regulation applicable to unless 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 context otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionrequires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Bank, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a), agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Credit Availability Commitment Period in such form as may be approved from time to time by the Issuing LenderBank; provided that the Issuing Lender Bank shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, issuance,(i) the L/C Exposure Obligations 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 Commitment,(ii) the outstanding Revolving Loans Available Commitment would be less than zero, or (iii) the Aggregate Outstanding Extensions of Credit would exceed the Available Revolving Commitment at such time, or Borrowing Limit. (3b) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time. Each Letter of Credit shall, unless agreed by the Lenders, : (i) be denominated in Dollars and shall be either (A) a standby letter of credit issued to support obligations of the Borrower, contingent or otherwise, in connection with the working capital and business needs of the Borrower in the ordinary course of business, including in connection with any acquisition permitted by Section 7.9(c) (a "Standby Letter of Credit"), or (B) a commercial letter of credit issued in respect of the purchase of goods 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 Termination Date. (xc) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Each Letter of Credit Maturity Date; provided that Letters of Credit may have termination dates that occur later than five Business Days prior shall be subject to the Letter of Credit Maturity Date Uniform Customs and, to the extent not inconsistent therewith, the Borrower shall have (i) Cash Collateralized such Letter of Credit in an amount equal to at least 105% laws of the stated amount State 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)New York. (bd) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Bank, in reliance on the agreements of the other Lenders set forth in Section 2.23(c), agrees to issue standby letters of credit (“Letters of Credit”) denominated in a Permitted Currency for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during from the Letter of Credit Availability Period Closing Date through but not including the date which is five (5) Business Days prior to the Revolving Maturity Date in such form as may be approved from time to time by the Issuing LenderBank and the Administrative Agent; provided provided, that the Issuing Lender Bank shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, based upon the Equivalent Dollar Amount of all outstanding Revolving Loans and L/C Obligations, (a) the L/C Exposure Obligations would exceed the Total L/C Commitments at such time, lesser of (2i) after giving effect to such issuance, the sum of the L/C Exposure and Commitment or (ii) the Revolving Commitment less the amount of all outstanding Revolving Loans, Swingline Loans would exceed and Competitive Bid Loans or (b) the Available unused portion of the Revolving Commitment at such time, or (3) the Issuing of any Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot would be satisfied at such timeless than zero. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars and a Permitted Currency in a minimum amount of $100,000, or such lesser amounts as may be agreed to by the Issuing Bank, (or the Alternative Currency Amount thereof with respect to any Alternative Currency Letter of Credit), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, and (iii) expire on a date satisfactory to the Issuing Bank and the Administrative Agent, which date shall be no later than the earlier of five (x5) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Letter of Credit Revolving 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) . The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Applicable Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport . References herein 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 “issue” and derivations thereof with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter Letters of Credit shall violate also include extensions or modifications of any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter Letters of Credit contains (including any provisions providing for automatic reinstatement Existing Letters 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 LenderCredit), 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Borrower may request that any Issuing Lender agrees to Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), issue standby letters of credit (“Letters of Credit”) for the account of the Borrower (or, with or for the consent account of the Lenders, any Loan PartyBorrower and one or more of its Restricted Subsidiaries) denominated in Dollars on any Business Day during the Letter of Credit Availability Revolving Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided provided, that the no Issuing Lender shall have no obligation be required to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment, (ii) the outstanding aggregate amount of the Available Revolving Loans Commitments would be less than zero or (iii) unless such Issuing Lender otherwise consents, the L/C Obligations with respect to Letters of Credit issued by any Issuing Lender would exceed the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at Commitment of such timeIssuing Lender. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Letter of Credit Revolving 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 conditionsprovided, and issued by an issuer, reasonably satisfactory to the Administrative Agent, provided further that any Letter of Credit with a one-tenor of one year term or less may provide for the automatic renewal thereof 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 day that is seven Business Days before the Non-Extension Notice Date from any Lender or the Administrative Agent that a Default or Event of Default has occurred and is continuing directing the Issuing Lender not to permit such extension. 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 no later than ninety-one (91) days prior to the Revolving Maturity Date. (b) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; 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 order, judgment or decree manner that would result in a violation of any Governmental Authority Sanctions by any party to this Agreement. (c) Notwithstanding that a Letter of Credit issued or arbitrator shall by its terms purport to enjoin outstanding hereunder supports any obligations of, or restrain is for the Issuing Lender from issuingaccount of, amending a Restricted Subsidiary, or reinstating states that a Restricted Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, or and without derogating from any law, rule or regulation applicable to rights of the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrowerarising by contract, at least one Business Day prior to the requested date of issuancelaw, amendment, renewal in equity or reinstatement otherwise) against such Restricted Subsidiary in respect of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 Borrower (i) shall not then be satisfied; (iv) any requested Letter of Credit is not in form reimburse, indemnify and substance acceptable to compensate the Issuing Lender, or the issuance, amendment or renewal Lender hereunder for all obligations in respect 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 (including to reimburse any provisions providing for automatic reinstatement of the stated amount after any drawing and all drawings thereunder; (vi) except ), as otherwise agreed by the Administrative Agent and the Issuing Lender, if 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 had been issued solely for the Issuing Lender has entered into arrangements satisfactory to the Issuing Lender (in its reasonable discretion) with account of the 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 obligations of such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with Restricted Subsidiary in respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or 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 all other L/C Exposure as to which that the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionBorrower’s business derives substantial benefits from the businesses of such Restricted Subsidiaries.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Bank, in reliance on the agreements of the other Banks set forth in subsection 3.5(a), agrees to issue irrevocable standby letters of credit (“Letters of Credit”) for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during on or after the Letter Amendment Effective Date until the date which is thirty-five (35) Business Days prior to the end of Credit Availability the Commitment Period in such form as may be approved from time to time by the Issuing LenderBank (all such letters of credit outstanding on the date hereof and all letters of credit to be issued hereunder, together with all extensions, renewals and replacements thereof, are herein collectively referred to as the "Letters of Credit"); provided PROVIDED that the Issuing Lender Bank shall have no obligation to issue any Letter of Credit if at the time of such issuance a Default exists or an Event of Default has occurred and is continuing or if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the outstanding Revolving Loans would exceed the aggregate Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot Credit Commitments would be satisfied at such timeless than zero. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars and Dollars, (ii) expire no later than the earlier of thirty (x30) the first anniversary of its date of issuance and (y) the date that is five Business Days days prior to the Letter of Credit Maturity Date; provided that Letters of Credit may have termination dates that occur Termination Date and (iii) expire no later than five Business Days prior to the Letter of Credit Maturity Date to the extent the Borrower shall have a date one (i1) 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 year after its benefit in a stated amount equal to at least 105% of the stated amount of such Letter of Credit and having terms and conditionsissuance, and issued by an issuer, reasonably satisfactory to the Administrative Agent, provided further PROVIDED that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (yii) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of the Issuing Bank's principal place of business. (c) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law;. (iid) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the The Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 Bank shall not then be satisfied; (iv) liable to 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which Participant for any action taken or omitted by the Issuing Lender has actual Bank except for acts or potential Fronting Exposure, as it may elect in its sole discretionomissions caused by the Issuing Bank's gross negligence or willful misconduct.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Bank, in reliance on the agreements of the other Banks set forth in subsection 3.5(a), agrees to issue irrevocable standby letters of credit (“Letters of Credit”) for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during on or after the Letter Amendment Effective Date until the date which is five (5) Business Days prior to the end of Credit Availability the Commitment Period in such form as may be approved from time to time by the Issuing LenderBank (all such letters of credit outstanding on the date hereof and all letters of credit to be issued hereunder, together with all extensions, renewals and replacements thereof, are herein collectively referred to as the "Letters of Credit"); provided PROVIDED that the Issuing Lender Bank shall have no obligation to issue any Letter of Credit if at the time of such issuance a Default exists or an Event of Default has occurred and is continuing or if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the Available Revolving Credit Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot would be satisfied at such timeless than zero. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars and Dollars, (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance Termination Date and (yiii) the date that is five Business Days prior to the Letter of Credit Maturity Date; provided that Letters of Credit may have termination dates that occur expire no later than five Business Days prior to the Letter of Credit Maturity Date to the extent the Borrower shall have a date one (i1) 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 year after its benefit in a stated amount equal to at least 105% of the stated amount of such Letter of Credit and having terms and conditionsissuance, and issued by an issuer, reasonably satisfactory to the Administrative Agent, provided further PROVIDED that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (yii) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of the Issuing Bank's principal place of business. (c) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) Borrowers on any Business Day during the Letter of Revolving Credit Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the outstanding Revolving Loans would exceed aggregate amount of the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot Credit Commitments would be satisfied at such timeless than zero. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars or in a Designated Foreign Currency, (ii) be either (A) a standby letter of credit issued to support obligations of the Company or a Subsidiary, contingent or otherwise or (B) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Company or its Subsidiaries in the ordinary course of business (the letters of credit described in the preceding clauses (A) and (iiB), "Letters of Credit") and (iii) 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 Letter of Revolving Credit Maturity Termination 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a), agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Revolving Credit Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the Available Revolving Credit Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a of all Revolving Lender that the funding conditions set forth in Section 5.2 cannot Credit Lenders would be satisfied at such timeless than zero. Each Letter of Credit issued pursuant to the Existing Credit Agreement shall, unless agreed by at all times on and after the LendersClosing Date, be deemed to be a "Letter of Credit" for all purposes of this Agreement and the other Loan Documents. (b) Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, including Seller Notes and DirecTv Obligations, or to finance the working capital and business needs of the Borrower 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 fifth Business Days Day prior to the Letter of Credit Maturity DateJuly 31, 2003; 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 onean expiration date occurring up to twelve months after such Letter of Credit's date of issuance may be automatically renewable for subsequent 12-year term may provide for the renewal thereof for additional one-year month periods (which but in no event later than the fifth Business Day prior to July 31, 2003); provided, further, that the aggregate amount of L/C Obligations outstanding at any time supporting DirecTv Obligations shall in no event extend beyond exceed $10,000,000 and may be in the form of Exhibit J to the Existing Credit Agreement; and provided, further, that notwithstanding anything to the contrary in this Agreement, (a) the Letter of Credit supporting the principal amount of the promissory note issued by Digital Television Services of Georgia, LLC, a Georgia limited liability company and a wholly owned subsidiary of Management ("DTS Georgia"), to Washington Electric Membership Corporation, as more fully described on Schedule 8.4(o), shall expire on January 15, 2001 and (b) the Letter of Credit supporting the principal amount of the $9,427,984 original principal amount promissory note issued by DTS Georgia to Mitc▇▇▇▇ ▇▇▇ctric Membership Corporation on the date referred to in clause (y) above)hereof shall expire on January 15, 2001. (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (d) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Bank, in reliance on the agreements of the L/C Lenders set forth in Section 3.04(a), agrees to issue letters of credit (“Letters of Credit”) Credit for the account of the any Borrower (or, with the consent on behalf of the Lenders, such Borrower or on behalf of any Loan Partyother Group Member) on any Business Day during the Letter of Credit Availability Period period from the Effective Date until the date that is thirty (30) days prior to the L/C Termination Date in such form as may be approved from time to time by the Issuing LenderBank; provided that the Issuing Lender Bank shall not have no any obligation to issue any Letter of Credit if, (1) if after giving effect to such issuance, (x) the L/C Issuer Exposure would exceed the Total lesser of (1) the aggregate L/C Commitments at such time, of all L/C Lenders and (2) after giving effect to such issuance, the sum of the L/C Exposure and the outstanding Revolving Loans would exceed the Available Revolving Commitment at such timeFacility Cap, or (3y) the Issuing aggregate amount in the Lender has been notified in writing at least one Business Day prior to Cash Collateral Accounts would be less than 102% of the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time. Issuer Exposure. (b) Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars or any other lawful foreign currency which is approved in writing on a case by case basis by the Issuing Bank, the Required L/C Lenders and the Agent in their sole and absolute discretion and (ii) expire no later than one year following the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the 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 Credit; provided that, in 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 event that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond is outstanding on the date referred that is thirty (30) days prior to in clause the L/C Termination Date, the Borrowers shall on or before such date, Cash Collateralize an amount equal to 102% of the L/C Obligations with respect to all such Letters of Credit pursuant to Section 3.11. Each Application and each Letter of Credit shall be subject to either the International Standby Practices (yISP 98) above)of the International Chamber of Commerce or the UCP, and, to the extent not inconsistent therewith, the laws of the State of New York. (bc) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit if: if (i) such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; , (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender Bank from issuing, amending or reinstating issuing such Letter of Credit, or any law, rule or regulation law applicable to the Issuing Lender Bank or any request, guideline request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender Bank shall prohibit, or request that the Issuing Lender Bank refrain from, the issuance, amendment, renewal or reinstatement issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender Bank is not otherwise compensatedcompensated hereunder) not in effect on the Closing Effective Date, or shall impose upon the Issuing Lender Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which the Issuing Lender Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; ; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that issuance would violate one or more policies of the Issuing Bank applicable conditions contained in Section 5.2 shall not then be satisfied; to letters of credit generally; (iv) any requested Letter of Credit is not in form and substance acceptable the conditions precedent to the Issuing Lender, or the issuance, amendment or renewal each issuance of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; set forth in Section 4.02 have not been satisfied; (v) at the time of such issuance (x) the Cash Collateral Agreement shall have ceased for any reason to be in full force and effect or (y) any L/C Lender or Loan Party shall so state in writing or (z) any Lien created by the Cash Collateral Agreement shall cease to be enforceable and of the same effect and priority purported to be created thereby; or (vi) at the time of such proposed L/C Extension there has been a drawing on any Letter of Credit outstanding hereunder for which the Borrowers have not made all payments required to be made by the Borrowers under Section 3.05. (d) Unless previously terminated, the L/C Commitments of each L/C Lender shall terminate and be reduced to zero on the L/C Termination Date. (e) Notwithstanding Section 3.01(c): (i) the Issuing Bank shall not, other than with the written consent of the Required L/C Lenders, issue any Letter of Credit if such Letter of Credit contains any provisions providing for automatic reinstatement of all or any portion of the stated amount thereof after any drawing thereunderthereunder or after the expiry date of such Letter of Credit; (viii) except as otherwise agreed by the Administrative Agent and the Issuing Lender, Bank shall not issue a Letter of Credit which includes a provision whereby such Letter of Credit is in an initial face amount less than $100,000; shall be renewed or extended automatically for additional consecutive periods unless (viix) any Lender is at that time a Defaulting Lenderthe Required L/C Lenders have provided their written consent, unless reallocated in accordance with Section 2.24 (a)(ivy) if the Issuing Lender has entered into arrangements satisfactory pursuant to the Issuing Lender (in its reasonable discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either terms of the Letter of Credit then proposed to be issued or Credit, the Issuing Bank may notify the beneficiary thereof within the time period specified in such Letter of Credit (which shall not exceed ninety (90) days prior to the then-applicable expiration date), or, if no such time period is specified, at least thirty (30) days prior to the then-applicable expiration date, that such Letter of Credit will not be renewed or extended, and all other (z) the Issuing Bank shall make such notification to the beneficiary as described in clause (y) above promptly upon request by the Required L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLenders.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Revolving Credit Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (1) the L/C Exposure Obligations 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 Revolving Commitment at such time, or (32) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot aggregate Available RC Commitments would be satisfied at such time. less than zero. (b) Each Letter of Credit shall, unless agreed by the Lenders, : (i1) be denominated in Dollars and shall be a standby letter of credit issued to support obligations of the Borrower, contingent or otherwise, in respect of insurance obligations, to ▇▇▇▇▇▇▇'▇ compensation board or similar Governmental Authority for ▇▇▇▇▇▇▇'▇ compensation liabilities of the Borrower, and for such other purposes as may be approved by the Issuing Lender and the Administrative Agent (iisuch consent not to be unreasonably withheld); and (2) expire no later than 364 days from the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior subject to the renewal). As to each Letter of Credit Maturity which is outstanding as of the Revolving Credit Termination Date; provided that Letters , no further renewal 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 any such Letter of Credit shall occur, and the Borrower shall provide either (A) cash collateral in an amount equal satisfactory to the Issuing Lender or (B) one or more irrevocable letters of credit in form and substance, and issued by a bank, satisfactory to the Issuing Lender pursuant to which the Issuing Lender is entitled to recover the maximum amount at least 105% any time payable under each outstanding Letter of the stated amount of Credit, plus all costs and fees then or thereafter payable with respect to such Letter of Credit or under the terms of this Agreement. (iic) 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 Each Letter of Credit and having terms and conditions, and issued by an issuer, reasonably satisfactory shall be subject to the Administrative AgentUniform Customs and, provided further that any Letter to the extent not inconsistent therewith, the laws 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)State of New York. (bd) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the Committed Note Purchasers set forth in Sections 2.08 and 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 Borrower (or, with the consent of the Lenders, any Loan Party) Co-Issuers on any Business Day during the Letter of Credit Availability Period period commencing on the Series 2015-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided that the Issuing Lender L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the outstanding Revolving Loans Series 2015-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such timeSeries 2015-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall, unless agreed by the Lenders, shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Co-Issuers and the 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 Letter of Credit Maturity Commitment Termination Date (the “Required Expiration 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 automatic renewal thereof for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date referred (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, further, that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in clause accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date or (y) above). other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (band, 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 (1) 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 Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit if: (i) hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Lender Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law;Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iib) 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 dated the Series 2015-1 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 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 order, judgment or decree 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 Governmental Authority such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Co-Issuers may (or arbitrator 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 purport of the Series 2015-1 Class A-1 VFN Fee Letter and subject to enjoin the Priority of Payments. (e) In addition, the Co-Issuers shall jointly and severally pay to or restrain reimburse the L/C Provider for the account of the applicable L/C Issuing Lender from issuingBank the L/C Fronting Fees, amending 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 reinstating 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 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, the L/C Provider or any law, rule or regulation applicable to a Person selected by (at the Issuing Lender or any request, guideline or directive (whether or not having expense of the force L/C Provider) the Co-Issuers shall issue such Letter of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request Credit; provided that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement such Person and issuance of letters of credit generally or 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 particular its capacity as the issuer of such Letter of Credit or shall impose upon such other Person selected by the Co-Issuers being referred to as the “L/C Issuing Lender 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 any restriction, reserve or capital requirement (for which if the Issuing Lender Person is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrowera U.S. commercial bank that has, at least one Business Day prior to the requested date time of issuance, amendment, renewal or reinstatement the issuance of such Letter of Credit, that one (i) a short-term certificate of deposit rating of not less than “P-2” from ▇▇▇▇▇’▇ and “A-2” from S&P and (ii) a long-term unsecured debt rating of not less than “Baa2” from ▇▇▇▇▇’▇ or more “BBB” from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested such proposed 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionCredit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank, in reliance on the Issuing Lender agreements of the other Banks set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) in dollars for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) Company on any Business Day during on and after the Letter Effective Date and until the termination of Credit Availability Period the Commitment of the Issuing Bank in accordance with the terms hereof, in such form as may be approved from time to time by the Issuing LenderBank; provided that the Issuing Lender 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 issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the excess of the Total Commitment over the aggregate amount of Loans and L/C Obligations then outstanding would be less than zero; provided, further, that no Initial Issuing Bank shall at any time be obligated to issue any Letter of Credit if, (1) after giving effect to such issuance, the L/C Exposure would exceed the Total L/C Commitments at such time, (2) after giving effect to such issuance, the sum of (x) the L/C Exposure aggregate undrawn and unexpired amount of all then outstanding Letters of Credit issued by such Initial Issuing Bank and (y) the outstanding Revolving Loans aggregate amount of drawings under Letters of Credit issued by such Initial Issuing Bank that have not then been reimbursed pursuant Section 3.5 would exceed the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time$100,000,000. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Letter later of Credit Maturity Date; provided that Letters of Credit may have (A) the Original Termination Date and (B) if any Commitments are extended pursuant to Section 2.25, such extended termination dates that occur later than five Business Days prior date as determined pursuant 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 AgentSection 2.25, provided further that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) in this sentence above). (b) The No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit if: (i) if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaws.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Bank agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower (or, with at the consent Borrower's request, any Subsidiary of the Lenders, any Loan Party) Borrower on any Business Day during the Letter of Credit Availability Commitment Period in such form as may be approved from time to time by the Issuing LenderBank; provided provided, that the Issuing Lender Bank shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, the 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 Revolving Commitment at such timefor any Lender, or the Letter of Credit Availability, would be less than zero. (3b) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time. Each Letter of Credit shall, unless agreed by the Lenders, : (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 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) expire no later have a face amount of (1) not less than $300,000 and (2) not more than the earlier amount that would, after giving effect to the issuance thereof, cause the Available Commitment of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to any Lender or the Letter of Credit Maturity DateAvailability to be less than zero; provided that Letters and (iii) expire (1) no earlier than 30 days after its date of Credit may have termination dates that occur issue and (2) no later than five Business Days prior to the then Final Maturity Date. (c) Each Letter of Credit Maturity Date shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the Borrower shall have (i) Cash Collateralized such Letter of Credit in an amount equal to at least 105% laws of the stated amount State 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)New York. (bd) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law;. (iie) any orderEach party hereto agrees that, 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 and at all times after the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Existing Letter of Credit is not in form and substance acceptable shall be deemed to the Issuing Lender, or the issuance, amendment or renewal of be a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of issued by the Issuing Lender; (v) such Letter of Credit contains any provisions providing Bank pursuant hereto for automatic reinstatement of all purposes hereunder and under 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLoan Documents.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank, in reliance on the Issuing Lender agreements of the other Lenders set forth in subsection 3.9(a), agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Revolving Credit Availability Commitment Period in such form as may be approved from time to time by the such Issuing LenderBank; provided that the no Issuing Lender Bank shall have no any obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations at such time would exceed the Total L/C Commitment, (ii) the Standby Letter of Credit Outstandings at such time would exceed $125,000,000, (iii) the Aggregate Revolving Credit Outstandings at such time would exceed the aggregate amount of the Revolving Credit Commitments at such time, (2iv) after giving effect to such issuancein the case of Letters of Credit issued in currencies other than Dollars only, the sum of the L/C Exposure and the outstanding Revolving Loans Obligations in respect of Letters of Credit issued in currencies other than Dollars would exceed the Available Revolving Foreign L/C Commitment Sublimit at such time, or (3v) the Issuing Lender has been notified in writing Aggregate Outstanding Extensions of Credit at least one Business Day prior to such time would exceed the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied Borrowing Base at such time. . (b) Each Letter of Credit shall, unless agreed by the Lenders, : (i) be denominated in Dollars or such other currency that as of the date of issuance thereof is in the reasonable judgment of the relevant Issuing Bank (which shall be binding on the L/C Participants) freely convertible or exchangeable into Dollars as the Borrower, the relevant Issuing Bank and the Administrative Agent may from time to time agree, and shall be either (A) a standby letter of credit issued to support obligations of the Borrower or a Subsidiary, contingent or otherwise (a "Standby Letter of Credit"), or (B) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Borrower and its Subsidiaries in the ordinary course of business (a "Trade Letter of Credit"), and (ii) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Letter of Credit Maturity Date; provided that Letters of Credit may have termination dates that occur later than five Business Days prior to Termination Date (unless the Letter of Credit Maturity Date to the extent the Borrower shall have (i) Cash Collateralized such Letter of Credit Administrative Agent has received and maintains cash Collateral in an amount equal to at least 105103% of the stated maximum amount available to be drawn under any such Letter of Credit for which the Borrower has requested an expiry date after the Termination Date, in which event the expiry of any such Letter of Credit may extend beyond the Termination Date) and (B) one year after the date of issuance thereof, provided that, subject to clause (A) above, any Letter of Credit may, at the request of the Applicant as set forth in the applicable Application, be automatically renewed on each anniversary of the issuance thereof for an additional period of one year or less unless the Issuing Bank which issued such Letter of Credit shall have given at least sixty days prior written notice to the Borrower and the beneficiary of such Letter of Credit or (ii) delivered to that such Letter of Credit will not be renewed, in which case such Letter of Credit may, at the Administrative Agent a letter of credit issued for its benefit in a stated amount equal to at least 105% option of the stated amount Borrower, provide that the beneficiary of such Letter of Credit and having terms and conditions, and issued by an issuer, reasonably satisfactory will be entitled to the Administrative Agent, provided further that any draw on such Letter of Credit with a one-year term may provide for at any time during the renewal thereof for additional one-year periods (which shall in no event extend beyond thirty days prior to the date referred to in clause (y) above)expiry thereof. (bc) The Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the law of the Commonwealth of Massachusetts. (d) No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law;. (iie) any orderOn the Effective Date, 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 all letters of credit generally and the reimbursement obligations attendant thereto issued pursuant to or under the Existing DIP Agreement which are then outstanding shall be, from and after such Letter date, deemed to be and shall become for all purposes, Letters of Credit in particular or shall impose upon the Issuing Lender with respect Reimbursement Obligations attendant thereto issued pursuant to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionoutstanding under this Agreement.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Credit Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation -------- to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the Available Revolving Commitment at such time, or of all Lenders would be less than zero. (3b) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars Dollars, (ii) be (x) a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or to finance the working capital and business needs of the Borrower or any of its Subsidiaries in the ordinary course of business or (y) a commercial letter of credit issued in respect of the purchase of goods or services by the Borrower and 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 fifth Business Days Day prior to the Letter of Credit Maturity Termination 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 onean expiration date occurring up to twelve months after such Letter of Credit's date of issuance may be automatically renewable for subsequent 12-year term may provide for the renewal thereof for additional one-year month periods (which shall but in no event extend beyond later than the date referred fifth Business Day prior to in clause (y) abovethe Termination Date). (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (d) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower (orand the Co-Borrower, with as the consent of the Lenderscase may be, any Loan Party) on any Business Day during the Letter of Credit Availability Revolving Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the outstanding Revolving Loans would exceed aggregate amount of the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot Commitments would be satisfied at such timeless than zero. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars or 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 Letter of Credit Maturity Revolving Termination Date; provided that Letters (1) any Letter of Credit may have termination dates that occur an expiry date later than five Business Days the date referred to in clause (y) above if no later than the 30th day prior to the Letter Revolving Termination Date (or for any Letters of Credit Maturity Date to issued after such date, the extent date of issuance), the Borrower shall have (i) Cash Collateralized such Letter of Credit deposit in a cash collateral account opened by the Administrative Agent an amount equal to at least 105% of the stated aggregate then undrawn and unexpired 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 Letters of Credit and having terms and conditions, and issued by an issuer, reasonably satisfactory to the Administrative Agent, provided further that (2) any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) aboveabove (or, as long as the requirements under clause (1) are satisfied, the first anniversary of the Revolving Termination Date)). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law;. (c) The parties hereto agree that the Existing Letters of Credit will automatically, without any further action on the part of any Person, be deemed to be Letters of Credit hereunder issued hereunder on the Closing 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 order, judgment or decree all liabilities 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 Borrower and 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 other Loan Parties with respect to such Letter Existing Letters of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date constitute Obligations and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing each Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) have reimbursement obligations with respect to the Defaulting Lender arising from either the Letter such Existing Letters of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect provided in its sole discretionSection 3.4.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the Committed Note Purchasers set forth in Sections 2.08 and 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 Borrower (or, with the consent of the Lenders, any Loan Party) Co-Issuers on any Business Day during the Letter of Credit Availability Period period commencing on the Series 2012-1 Closing Date and ending on the date that is ten Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided that the Issuing Lender L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the outstanding Revolving Loans Series 2012-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such timeSeries 2012-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall, unless agreed by the Lenders, shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $100,000 (unless otherwise agreed by the L/C Provider) 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 Business Days prior to the Letter of Credit Maturity Commitment Termination Date (the “Required Expiration 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 automatic renewal thereof for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date referred (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided further that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in clause 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) above). other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (band, 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 (1) 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 Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit if: (i) hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Lender Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law; Law or (iiII) amend any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable Credit hereunder if (1) the L/C Provider would have no obligation at such time 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 issue such Letter of Credit in particular its amended form under the terms hereof or shall impose upon (2) the Issuing Lender with respect beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit any restrictionCredit. (b) On the terms and conditions set forth in the Indenture and this Agreement, reserve or capital requirement (for 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 2012-1 Class A-1 L/C Note, which the Issuing Lender is not otherwise compensated) not in effect Co-Issuers shall deliver to the L/C Provider on the Series 2012-1 Closing Date. Such initial Series 2012-1 Class A-1 L/C Note shall be dated the Series 2012-1 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 impose upon have a maximum principal amount equal to the Issuing Lender any unreimbursed lossL/C Commitment, cost or expense which was not applicable on shall have an initial outstanding principal amount equal to the Series 2012-1 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 2012-1 Closing Date and which will constitute an Increase in the Issuing Lender outstanding principal amount evidenced by the Series 2012-1 Class A-1 L/C Note in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior an amount corresponding to the requested date of issuance, amendment, renewal or reinstatement 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 2012-1 Class A-1 L/C Note and shall be deemed to be Series 2012-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, that one or more 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 applicable conditions contained in Section 5.2 shall not then terms of this Agreement and the Series 2012-1 Supplement, the outstanding principal amount evidenced by the Series 2012-1 Class A-1 L/C Note may be satisfied; (iv) any requested Letter increased by issuances of Letters of Credit is not or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in form the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and substance acceptable the Co-Issuers agree 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 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 either (i) provide a new Letter of Credit or (ii) deem letters of credit in existence prior to the Series 2012-1 Closing Date with the Master Issuer as applicant thereunder and Barclays Bank PLC as the letter of credit provider thereunder to be Letters of Credit provided and issued by the L/C Provider hereunder (so long as such letter of credit would have been permitted to have been issued hereunder but for the date of its issuance) 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 LenderBank as notified to the Co-Issuers by the L/C Provider, which, for the L/C Issuing Bank as of the Closing Date, shall be in the form of Exhibit A-2 hereto), 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 V hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2012-1 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 2012-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2012-1 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 (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 2012-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2012-1 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 (as defined in the Series 2012-1 Class A-1 VFN Fee Letter, the “L/C Fronting Fees”) in accordance with the terms of the Series 2012-1 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 in an initial face amount less than $100,000;inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (viig) any Lender is at that time a Defaulting LenderThe Co-Issuers may, unless reallocated in accordance with Section 2.24 (a)(iv) if the Issuing Lender has entered into arrangements satisfactory upon three Business Days’ notice to the Issuing Lender (Administrative Agent and the L/C Provider, effect a permanent reduction in its reasonable discretion) 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 Borrower or such Defaulting Lender to eliminate prior written consent of the Issuing Lender’s actual or potential Fronting Exposure 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 to 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 2.24 (a)(iv)) 2.07 with respect to the Defaulting Lender arising from either the providing any Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.hereunder by issuing such

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Credit Availability Revolving Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment, (ii) the outstanding Revolving Loans L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the Issuing Lender Commitment of such Issuing Lender (it being understood and agreed that, subject to the foregoing clause (i) and the following clause (iii), any Issuing Lender may, in its sole discretion, issue Letters of Credit in excess of its Issuing Lender Commitment as separately agreed with the Borrower and notified to the Administrative Agent) or (iii) the aggregate amount of the Available Revolving Commitment Commitments would be less than zero. The Borrower may, at such any time and from time to time, reduce or (3) increase the Issuing Lender has been notified in writing at least one Business Day prior to Commitment of any Issuing Lender with the issuance thereof by Administrative Agent or a Revolving Lender consent of such Issuing Lender; provided that the funding Borrower shall not reduce the Issuing Lender Commitment of any Issuing Lender if, after giving effect of such reduction, the conditions set forth in Section 5.2 canclauses (i) through (iii) above shall not be satisfied at such timesatisfied. Each Letter of Credit shall, unless agreed by the Lenders, shall (i1) be denominated in Dollars and (ii2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the 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) unless Cash Collateralized such Letter of Credit in an amount equal to at least 105103% of the stated face amount of such Letter of Credit or (iiand it being understood and agreed that (A) 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 any Letter of Credit will not be issued for longer than one year past the Revolving Termination Date or be renewable thereafter without the consent of the applicable Issuing Lender and having terms and conditions(B) the obligations of the L/C Participants under Section 3.4 shall not continue after the Revolving Termination Date with respect to any Letter of Credit that expires after the Revolving Termination Date), and issued by an issuer, reasonably satisfactory the date that is thirty (30) days prior to the Administrative AgentRevolving Termination Date, provided further that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (which may be commercial or standby) providing for the payment of cash upon the honoring of a presentation thereunder and shall include the Existing Letters of Credit (“Letters of Credit”) for the account of the Borrower (or, with the consent or any of the Lenders, any Loan Party) its Restricted Subsidiaries on any Business Day during the Letter of Credit Availability Revolving Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to not issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the Issuing Lender’s L/C Commitment would exceed such Issuing Lender’s L/C Commitment set forth on Schedule 3.1, (ii) the L/C Exposure Obligations would exceed the Total aggregate L/C Commitments at such time, or (2iii) after giving effect to such issuance, the sum aggregate amount of the L/C Exposure and the outstanding Revolving Loans would exceed the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot Commitments would be satisfied at such timeless than zero. Each Letter of Credit shall, unless agreed by the Lenders, shall (iA) be denominated in Dollars and (iiB) 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 Letter of Credit Maturity Revolving Termination 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y2) above). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: : (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; , (ii) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally, (iii) Section 2.23(e) applies or (iv) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating issuing such Letter of Credit, or any law, rule or regulation law applicable to the Issuing Lender or any request, guideline request 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 issuance 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 compensatedcompensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense (for which the Issuing Lender is not otherwise compensated hereunder) which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) Group Member on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, either (x) the L/C Exposure would exceed the Total L/C Commitments at such time, or (2y) after giving effect to such issuance, the sum of the L/C Exposure and the outstanding Revolving Loans would exceed the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot Commitments would be satisfied at such timeless than zero. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars or, in the sole discretion of the Issuing Lender with respect to any particular Letter of Credit, a 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 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). For the avoidance of doubt, no commercial letters of credit shall be issued by the Issuing Lender to any Person under this Agreement. For purposes of this Agreement, the stated amount of any Letter of Credit issued in a Foreign Currency shall be converted into Dollars from time to time by the Issuing Lender and upon any drawing under such Letter of Credit. (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount of less than $100,000;50,000 (or, with respect to the two (2) Letters of Credit in favor of CNB outstanding on the Closing Date, the respective stated amounts of such Letters of Credit); or (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 arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its reasonable sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (axxi) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Revolving Credit Lenders set forth in Section 3.04(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) Borrowers on any Business Day Day, during the Letter period from and including the Closing Date to the earlier of (v) the date that is 30 days prior to the 2024 Extended Revolving Credit Availability Period Termination Date and (w) the termination of the Revolving Credit Commitments in accordance with the terms hereof, in such form as may be approved from time to time by the such Issuing Lender; provided provided, that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, (1) immediately after giving effect to such issuance, (1) the L/C Exposure Obligations would exceed the Total L/C Commitments at such timeCommitment, (2) after giving effect to the aggregate amount of the Available Revolving Credit Commitments would be less than zero, (3) the Revolving Extensions of Credit of any Lender would exceed such issuance, the sum of ▇▇▇▇▇▇’s Revolving Credit Commitment or (4) the L/C Exposure and the outstanding Revolving Loans Obligations in respect of all Letters of Credit issued by such Issuing Lender would exceed the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time▇▇▇▇▇▇’s Fronting Cap. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Letter of Revolving Credit Maturity Termination 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as . Unless otherwise agreed by the Administrative Agent and the applicable Issuing Lender, such Letter Letters 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter issued shall only be standby Letters of Credit. All Amendment No. 14 Existing Letters of Credit then proposed shall be deemed to be have been issued or such Letter of Credit pursuant hereto and all other deemed L/C Exposure as Obligations, and from and after the Amendment No. 14 Effective Date shall be subject to which and governed by the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionterms and conditions hereof.

L/C Commitment. (a) Subject to the terms and conditions hereof, the -------------- Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a), agrees to issue letters of credit (“"Letters of ----------- Credit”") for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Credit Availability ------ Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to -------- issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the outstanding Revolving Loans Total Aggregate Outstandings would exceed the Available Revolving Commitment at such time, or lesser of (3x) the Issuing Lender has been notified aggregate Commitments and (y) the Borrowing Base then in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such timeeffect. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued to support obligations of the Borrower or any of its Additional Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Additional Subsidiaries incurred in the ordinary course of business (the "Standby Letters of Credit"), or (y) a ------------------------- commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Additional Subsidiaries in the ordinary course of business (the "Commercial Letters of Credit"), (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 Letter of Credit Maturity Termination Date; provided that Letters of Credit may have termination dates that occur , and (iii) expire no later than five Business Days prior to the Letter 365 days after its date 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)issuance. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the 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 (or, with the consent of the Lenders, any Loan Partyother than an Additional Borrower)) on any Business Day during the Letter of Credit Availability Revolving Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure would exceed Obligations (including the Total Dollar Equivalent of any L/C Commitments at such time, (2Obligations outstanding in any currency other than Dollars) after giving effect to such issuance, the sum of would exceed the L/C Exposure and Commitment or, (ii) the outstanding Revolving Loans 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 Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot Commitments would be satisfied at such timeless than zero. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars or another L/C Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law;. (iic) any orderFor the avoidance of doubt, judgment or decree the Letters of any Governmental Authority or arbitrator shall by its terms purport Credit outstanding immediately prior to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable giving effect 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 Second Restatement Effective Date shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter continue to be Letters of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (outstanding hereunder immediately after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionSecond Restatement Effective Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, (i) the Issuing Lender Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), 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 Borrower (orand to amend Letters of Credit previously issued by it in accordance with Section 3.2 below, with the consent of the Lenders, any Loan Party) on any Business Day during the Letter of Credit Availability Period period from the 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 the Issuing LenderLender and (ii) the Lenders severally agree to participate in Letters of Credit issued for the amount of the Borrower and any drawings thereunder; provided that the Issuing Lender shall have no obligation to issue or amend any Letter of Credit if, (1) after giving effect to such issuanceissuance or amendment, (i) the L/C Exposure Obligations 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 Commitment or (ii) the outstanding Revolving Loans would exceed aggregate amount of the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot Commitments would be satisfied at such timeless than zero. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars 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 Letter of Credit Maturity Revolving Termination 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 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, from and after the Closing Date, to be outstanding as a Letter of Credit hereunder and governed by the terms and conditions hereof. (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, by any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to if such Requirement of Law would cause 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 prohibitL/C Participant to be subject to, or request that the Issuing Lender refrain fromincur, 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 applicable on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was deemed material in good faith by the Issuing Lender not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; Date, or (iiiii) the Issuing Lender has received written notice from if a default of any Lender, the Administrative Agent ’s obligations to fund under Section 3.4(a) exists or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 such time a Defaulting LenderLender hereunder, unless reallocated in accordance with Section 2.24 (a)(iv) if the Issuing Lender has entered into satisfactory arrangements satisfactory to the Issuing Lender (in its reasonable discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) risk with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLender.

L/C Commitment. (a) Subject Prior to the date hereof, Norwest Bank has issued the Letters of Credit listed on Schedule 3.1 (the "Existing Letters of Credit"), and subject to the terms and conditions hereof, the Lender designated as Issuing Lender hereunder, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“together with the Existing Letters of Credit”, "Letters of Credit") for the account of the Borrower (orBorrower, with or for the consent joint and several account of the LendersBorrower and any Subsidiary, any Loan Party) on any Business Day during the Letter of Credit Availability Revolving Commitment Period in such form as may be requested by the Borrower and approved from time to time by the Issuing Lender; provided provided, that such approval may not be unreasonably withheld, delayed or conditioned; and provided, further, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Exposure Obligations 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 Commitment or (ii) the outstanding Revolving Loans would exceed aggregate amount of the Available Revolving Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot Commitments would be satisfied at such timeless than zero. Each Letter of Credit shall, unless agreed by the Lenders, shall (i) be denominated in Dollars and Dollars, (ii) expire no later than the earlier of be either (x) a standby letter of credit issued to support (I) obligations of the first anniversary Borrower or any of its date Subsidiaries, contingent or otherwise, which finance the working capital or business needs of issuance the Borrower or its Subsidiaries or (II) performance obligations of the Borrower and its Subsidiaries, in each case, incurred in the ordinary course of business (a "Standby Letter of Credit"), or (y) a commercial letter of credit in respect of the date that is five Business Days prior to purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit Maturity Date; provided that Letters of Credit may have termination dates that occur Credit"), (iii) expire no later than five Business Days prior to the Letter Scheduled Revolving Termination Date and (iv) expire no later than 365 days after its date 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 Agentissuance, provided further that any Letter of Credit with a one365-year term day duration may provide for the renewal thereof at the election of the Borrower (in accordance with procedures to be established by the Issuing Lender) for additional one365-year day periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one expire later than five Business Day Days prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $100,000; (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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(ivScheduled Revolving Termination Date)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Bank agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower (or, with at the consent Borrower's request, any Subsidiary of the Lenders, any Loan Party) Borrower on any Business Day during the Letter of Credit Availability Commitment Period in such form as may be approved from time to time by the Issuing LenderBank; provided provided, that the Issuing Lender Bank shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, the 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 Revolving Commitment at such timefor any Lender, or the Letter of Credit Availability, would be less than zero. (3b) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time. Each Letter of Credit shall, unless agreed by the Lenders, : (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 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) expire no later have a face amount of (1) not less than $300,000 and (2) not more than the earlier amount that would, after giving effect to the issuance thereof, cause the Available Commitment of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to any Lender or the Letter of Credit Maturity DateAvailability to be less than zero; provided that Letters and (iii) expire (1) no earlier than 30 days after its date of Credit may have termination dates that occur issue and (2) no later than five Business Days prior to the then Final Maturity Date. (c) Each Letter of Credit Maturity Date shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the Borrower shall have (i) Cash Collateralized such Letter of Credit in an amount equal to at least 105% laws of the stated amount State 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 for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)New York. (bd) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) 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 Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.