Common use of L/C Commitment Clause in Contracts

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue at the request of the Borrower letters of credit (each a “Letter of Credit”) for the account of any Group Member on any Business Day during the Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that (i) the Borrower shall not request, and no Issuing Lender shall be required to issue, any Letter of Credit if after giving effect to such issuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in 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 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 lesser of (I) the Total Commitments then in effect and (II) the Borrowing Base and (ii) the Borrower shall be a co-applicant, and jointly and severally liable with respect to, each Letter of Credit issued for the account of any other Group Member. Each Letter of Credit shall (x) be denominated in Dollars or, if agreed by the applicable Issuing Lender, any L/C Foreign Currency and (y) expire no later than the earlier of (A) the date that is one year after the date of issuance of such Letter of Credit and (B) thirty (30) days prior to the Termination Date then in effect; provided, that any Letter of Credit with a one-year tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause (B). If agreed by an Issuing Lender, Letters of Credit issued by such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) days prior to the Termination Date then in effect); provided that the Borrower shall not request the issuance of any such Letter of Credit if the aggregate 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) An Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue at the request of the Borrower letters of credit (each a “Letter Letters of Credit”) for the account of the Borrower or for the account of Holdings or any Group Member of its Restricted Subsidiaries (in which case the Borrower and Holdings or such Restricted Subsidiary, as applicable, shall be co-applicants with respect to such Letter of Credit) on any Business Day during the Commitment Period period commencing on the Closing Date and ending on the date that is five (5) Business Days prior to the Revolving Termination Date in such form as may be reasonably approved from time to time by such Issuing Lender; provided that (i) the Borrower shall not request, and no Issuing Lender shall be required have any obligation to issue, issue any Letter of Credit if if, after giving effect to such issuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit)issuance, (Ai) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies issued by Obligations would exceed the L/C Commitment, (ii) any Revolving Lender is at such time a Defaulting Lender, unless such Issuing Lender plus has entered into arrangements, including reallocation of such Lender’s Revolving Percentage of the outstanding L/C Obligations pursuant to Section 2.27(a)(iv) or the delivery of Cash Collateral, satisfactory to such Issuing Lender with the Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (yafter giving effect to Section 2.27(a)(iv)) with respect to such Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion, (iii) the aggregate amount of the Available Revolving Commitments would be less than zero or (iv) the outstanding amount L/C Obligations in respect of all Letters of Credit issued by such Issuing Lender other than those denominated in would exceed $7,500,000 less 20% of the outstanding L/C Foreign Currencies would exceed such Issuing Lender’s L/C Commitment then Obligations in effectrespect of Existing Letters of Credit. The letters of credit issued, or deemed to be issued, pursuant to the Closing Date Indebtedness and set forth on Schedule 3.1(a) hereof (Bthe “Existing Letters of Credit”) shall be deemed to be “Letters of Credit” issued on the sum of (x) 105% Effective Date for all purposes 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 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 lesser of (I) the Total Commitments then in effect and (II) the Borrowing Base and (ii) the Borrower shall be a co-applicant, and jointly and severally liable with respect to, each Letter of Credit issued for the account of any other Group MemberLoan Documents. Each Letter of Credit shall (x) be denominated in Dollars or, if agreed by the applicable Issuing Lender, any L/C Foreign Currency and (y) expire no later than the earlier of (Ax) 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 acceptable to the applicable Issuing Lender, a Letter of Credit issued by such Issuing Lender may provide for the renewal thereof for additional one year periods containing an expiry date of more than twelve months after the date of issuance of such Letter of Credit and (B) thirty (30) days prior to the Termination Date then in effect; provided, that any Letter of Credit with a one-year tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause (B). If agreed by an Issuing Lendery) above (unless, Letters of Credit issued by such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) days at least five Business Days prior to the Termination Date then in effect); provided that current expiry date, the Borrower shall Cash Collateralize the L/C Obligations with respect to such Letter of Credit in an amount not request less than the issuance Minimum Collateral Amount applicable to such Letter of Credit)); provided, however, that (A) any such Letter of Credit if the aggregate face amount of all shall permit such Letters of Credit outstanding on Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such request and Letter of Credit) by giving effect prior notice to the proposed issuance would exceed beneficiary thereof not later than at least 30 days (the Dollar Equivalent “Nonrenewal Notice Date”) in each such twelve-month period at the time such Letter of $10,000,000Credit is issued and (B) such Issuing Lender shall not permit such renewal if it has received notice on or before the date that is seven Business Days before the Nonrenewal Notice Date from the Administrative Agent that the Majority Facility Lenders in respect of the Revolving Facility have elected not to permit such renewal. Each Letter of Credit shall be a standby letter of credit backing a performance or monetary obligation of the Borrower or any of its Subsidiaries (each a “Standby Letter of Credit”). (b) An No Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, with any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(asubsection 5.4(a), agrees to issue at the request of the Borrower letters of credit (each a “Letter Letters of Credit”) for the account of any Group Member the Borrower on any Business Day during the Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that (i) the Borrower shall not request, and no Issuing Lender shall be required to issue, not issue any Letter of Credit if if, after giving effect to such issuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit)issuance, (Ai) 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 Obligations would exceed the L/C Sublimit then in effectCommitment, or (Cii) the sum aggregate amount of the Available Revolving Credit Commitments would be less than zero, (xiii) 105% of the Dollar Equivalent of the aggregate outstanding principal amount of Multicurrency Loans, Local Currency Loans and L/C Obligations attributable to Letters of Credit denominated in any currency other than Dollars would exceed the Multicurrency Sublimit or (iv) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the Issuing Lender with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to subsection 2.19(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Foreign Currencies plus (y) Obligations as to which the amount of the Extensions of Credit other than Letters of Credit denominated in L/C Foreign Currencies would exceed the lesser of (I) the Total Commitments then in effect and (II) the Borrowing Base and (ii) the Borrower shall be a co-applicant, and jointly and severally liable with respect to, each Letter of Credit issued for the account of any other Group MemberIssuing Lender has actual or potential Fronting Exposure. Each Letter of Credit shall (xi) be denominated in Dollars or, if agreed by or any Available Foreign Currency or any other currency acceptable to the applicable Issuing Lender, any L/C Foreign Currency and (y) expire no later than the earlier of (A) the date that is one year after the date of issuance of such Letter of Credit and (B) thirty (30) days prior to the Termination Date then in effect; provided, that any Letter of Credit with a one-year tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause (B). If agreed by an Issuing Lender, Letters of Credit issued by such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) days prior to the Termination Date then in effect); provided that the Borrower shall not request the issuance of any such Letter of Credit if the aggregate 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) An Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.,

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other L/C Tranche Lenders set forth in Section 3.4(a), agrees to issue at the request of the Borrower letters of credit and bank guarantees (each a “Letter of Credit”) under the L/C Tranche Facility for the account of any Group Member a Loan Party or a Subsidiary of a Loan Party (the “Applicable Account Party”) on any Business Day during the Commitment Period of such Issuing Lender in such form as may be approved from time to time by such Issuing Lenderreasonable and customary for the purpose thereof; provided provided, that (i) the Borrower 509265-1725-11432-13209999 no Applicable Account Party shall not request, and no Issuing Lender shall be required to issue, any Letter of Credit if if, after giving effect to such issuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies issued by such Issuing Lender plus (y) the outstanding amount then 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 's L/C Issuing Commitment then in effect, (B) the Total L/C Tranche Extensions of Credit would exceed the Total L/C 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 date, (D) 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 L/C Foreign Optional Currencies plus (y) the outstanding amount then Outstanding Amount of all Letters of Credit other than those denominated in the Total L/C Foreign Currencies would exceed the L/C Sublimit then in effect, or (C) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies plus (y) the amount of the Tranche Extensions of Credit other than Letters of Credit denominated in L/C Foreign Optional Currencies would exceed the lesser of (I) the Total L/C Tranche Commitments then in effect and (II) the Borrowing Base and (ii) the Borrower Company shall be a co-applicant, and jointly and severally liable with respect to, to each Letter of Credit issued for the account of any an Applicable Account Party (other Group Memberthan the Company). Each Letter of Credit shall (x) be denominated in Dollars or, if agreed by the applicable Issuing Lender, or any L/C Foreign Optional Currency and (y) expire no later than the earlier of (A) the date that is one year after the date of issuance of such Letter of Credit and (B) thirty (30) days five Business Days prior to the Termination Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (B). If agreed by an Issuing Lender, Letters unless and to the extent that such Letter of Credit issued by is Collateralized for the period following such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) days prior to at 100% of the Termination Date then in effect); provided that the Borrower shall not request the issuance undrawn and unexpired amount of any such Letter of Credit if requested by the aggregate face 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 all such Letters Letter of Credit outstanding on if requested by the date 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 request Letter of Credit and giving effect 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 proposed issuance would exceed the Dollar Equivalent of $10,000,000Loan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor. (b) An No Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (ai) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), Bank agrees to issue at the request of the Borrower or amend letters of credit (each including Letters of Credit payable by acceptance of a Time Draft as described in subsection 4.9) (“Letter Letters of Credit”, which shall include the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder) for the account of any Group Member the Company on any Business Day during the Extended Tranche Commitment Period in such form as may shall be approved from time reasonably acceptable to time by such Issuing LenderBank; provided provided, that no Letter of Credit shall be issued or amended if, after giving effect thereto (i) the Borrower shall not request, and no Issuing Lender shall be required to issue, any Letter aggregate amount of Credit if after giving effect to such issuance (and to any concurrent funding or prepayment the Exposure would exceed the aggregate amount 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)Commitments, (Aii) the aggregate amount of the Original Tranche Exposure would exceed the aggregate amount of the Original Tranche Commitments, (iii) the aggregate amount of the Extended Tranche Exposure would exceed the aggregate amount of the Extended Tranche Commitments, (iv) the sum of (x) 105% the aggregate outstanding amount of the Dollar Equivalent Extended Tranche Loans and the aggregate amount of L/C Obligations attributable to Letters of Credit denominated in L/C Foreign Currencies issued by such Issuing Lender plus expiring after the Original Tranche Termination Date would exceed the aggregate amount of the Extended Tranche Commitments, (yv) the outstanding aggregate 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 Sublimit then in effect, Obligations would exceed $50,000,000 or (Cvi) the sum aggregate amount of (x) 105% L/C Obligations in respect of the Dollar Equivalent of Standby 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 lesser of (I) the Total Commitments then in effect and (II) the Borrowing Base and (ii) the Borrower shall be a co-applicant, and jointly and severally liable with respect to, each Letter of Credit issued for the account of any other Group Member. Each Letter of Credit shall (x) be denominated in Dollars or, if agreed by the applicable Issuing Lender, any L/C Foreign Currency and (y) expire no later than the earlier of (A) the date that is one year after the date of issuance of such Letter of Credit and (B) thirty (30) days prior to the Termination Date then in effect; provided, that any Letter of Credit with a one-year tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause (B). If agreed by an Issuing Lender, Letters of Credit issued by such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) days prior to the Termination Date then in effect); provided that the Borrower shall not request the issuance of any such Letter of Credit if the aggregate 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) An Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue at standby and, if agreed to by the request of the Borrower applicable Issuing Lender, commercial letters of credit (each a “Letter "Letters of Credit”") for the account of any Group Member the Borrower on any Business Day during the Letter of Credit Commitment Period (provided, that until the Total Term Loan Extensions of Credit equals the Total Term Loan Commitments, Letters of Credit shall not be available to the Borrower hereunder) in such form as may be approved from time to time by such the Issuing Lender; provided provided, that (i) the Borrower shall not request, and no Issuing Lender shall be required have no obligation to issue, issue any Letter of Credit if if, after giving effect to such issuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit)issuance, (Ai) 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 Obligations would exceed the L/C Sublimit then in effectCommitment, 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 lesser of (I) the Total Commitments then in effect and (II) the Borrowing Base and (ii) the Borrower shall aggregate amount of the Available Revolving Credit Commitments would be a co-applicantless than zero, and jointly and severally liable with respect to(iii) if such issuance is prior to the Debt Service Availability Date, each Letter the Total Revolving Extensions of Credit issued for would exceed an amount equal to the account difference between (x) the Total Revolving Credit Commitments at such time and (y) $31,509,475 (or, during such times as the conditions set forth in Section 3.3.22 of any other Group Memberthe Disbursement Agreement have not been satisfied or waived, $36,509,475), (iv) if such issuance is during the Additional Completion Period, the Total Revolving Extensions of Credit would exceed an amount equal to the difference between (x) the Total Revolving Credit Commitments at such time and (y) $3,000,000 (or, during such times as the conditions set forth in Section 3.3.22 of the Disbursement Agreement have not been satisfied or waived, $8,000,000) or (v) if such issuance is during such times as the conditions set forth in Section 3.3.22 of the Disbursement Agreement have not been satisfied or waived, the Total Revolving Extensions of Credit would exceed an amount equal to the difference between (x) the Total Revolving Credit Commitments at such time and (y) $5,000,000. Each Letter of Credit shall (xi) be denominated in Dollars or, if agreed by the applicable Issuing Lender, any L/C Foreign Currency and (yii) expire no later than the earlier of (Ax) the date that which is one year after the date of issuance of such Letter of Credit and (By) thirty (30) days the date which is five Business Days prior to the Scheduled Revolving Credit Termination Date then in effect; providedDate, provided that any Letter of Credit with a one-year tenor may provide for the subsequent or successive renewal or automatic renewal extension of the expiry date thereof for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause subsection (By) above). If agreed by an Issuing Lender, Letters of Credit issued by such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) days prior to the Termination Date then in effect); provided that the Borrower shall not request the issuance of any such Letter of Credit if the aggregate 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) An Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other L/C Tranche Lenders set forth in Section 3.4(a), agrees to issue at the request of the Borrower (or cause its Applicable Lending Office to issue) letters of credit and bank guarantees (each a “Letter of Credit”) under the L/C Tranche Facility for the account of any Group Member a Loan Party or a Subsidiary of a Loan Party (the “Applicable Account Party”) on any Business Day during the Commitment Period of such Issuing Lender in such form as may be approved from time to time by such Issuing Lenderreasonable and customary for the purpose thereof; provided provided, that (i) the Borrower no Applicable Account Party shall not request, and no Issuing Lender shall be required to issue (or cause its Applicable Lending Office to issue), any Letter of Credit if if, after giving effect to such issuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies issued by such Issuing Lender plus (y) the outstanding amount then Outstanding Amount of all Letters of Credit issued by such Issuing Lender other than those denominated in L/C Foreign Currencies (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Issuing Commitment then in effect, (B) the Total L/C Tranche Extensions of Credit would exceed the Total L/C Tranche Commitment 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 L/C Foreign Optional Currencies plus (y) the outstanding amount then Outstanding Amount of all Letters of Credit other than those denominated in the Total L/C Foreign Currencies would exceed the L/C Sublimit then in effect, or (C) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies plus (y) the amount of the Tranche Extensions of Credit other than Letters of Credit denominated in L/C Foreign Optional Currencies would exceed the lesser of (I) the Total L/C Tranche Commitments then in effect and (II) the Borrowing Base and (ii) the Borrower Company shall be a co-applicant, and jointly and severally liable with respect to, to each Letter of Credit issued for the account of any an Applicable Account Party (other Group Memberthan the Company). Each Letter of Credit shall (x) be denominated in Dollars or, if agreed by the applicable Issuing Lender, or any L/C Foreign Optional Currency and (y) expire no later than the earlier of (A) the date that is one year after the date of issuance of such Letter of Credit and (B) thirty (30) days five Business Days prior to the Termination Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (B). If agreed by an Issuing Lender, Letters unless and to the extent that such Letter of Credit issued by is Collateralized for the period following such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) days prior to at 100% of the Termination Date then in effect); provided that the Borrower shall not request the issuance undrawn and unexpired amount of any such Letter of Credit if requested by the aggregate face 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 all such Letters Letter of Credit outstanding on 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 request Letter of Credit and giving effect 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 proposed issuance would exceed the Dollar Equivalent of $10,000,000Loan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor. (b) An 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 such issuance would conflict with, or cause the such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(asubsection 4.4(a), agrees to issue at the request of the Borrower standby letters of credit (each a “Letter Letters of Credit”) for the account of any Group Member the Borrower on any Business Day during the Commitment Period in such form as may be approved from time to time by such the applicable Issuing Lender; provided that (i) the Borrower shall not request, and no an Issuing Lender shall be required have no obligation to issue, issue any Letter of Credit if if, after giving effect to such issuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit)issuance, (Ai) 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 Obligations would exceed the L/C Sublimit then in effectCommitment, or (Cii) 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 such Issuing Lender’s Revolving Extensions of Credit other than Letters of shall exceed its Revolving Credit denominated in L/C Foreign Currencies Commitment or (iii) the Aggregate Revolving Credit Outstandings would exceed the lesser of (I) the Total Commitments then in effect and (II) the Borrowing Base and (ii) the Borrower shall be a co-applicant, and jointly and severally liable with respect to, each Letter of Aggregate Revolving Credit issued for the account of any other Group MemberCommitments. Each Letter of Credit shall (xi) be denominated in Dollars or, if agreed by the applicable Issuing Lender, any L/C Foreign Currency and (yii) expire no later than the earlier of (A) the date that is one year after Business Day prior to the Termination Date, unless all the Lenders have approved the expiry date of issuance of such Letter of Credit and (B) thirty (30) days prior to the Termination Date then in effect; provided, that any or such Letter of Credit with shall have been cash collateralized in a one-year tenor may provide for manner acceptable to the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause (B). If agreed by an applicable Issuing Lender, . The Existing Letters of Credit will be deemed Letters of Credit issued by such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) days prior to the Termination Date then in effect); provided that the Borrower shall not request the issuance of any such Letter of Credit if the aggregate 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 $10,000,000Closing Date for all purposes hereunder. (b) An No Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other L/C Tranche Lenders set forth in Section 3.4(a), agrees to issue at the request of the Borrower (or cause its Applicable Lending Office to issue) letters of credit and bank guarantees (each a “Letter of Credit”) under the L/C Tranche Facility for the account of any Group Member a Loan Party or a Subsidiary of a Loan Party (the “Applicable Account Party”) on any Business Day during the Commitment Period of such Issuing Lender in such form as may be approved from time to time by such Issuing Lenderreasonable and customary for the purpose thereof; provided provided, that (i) the Borrower no Applicable Account Party shall not request, and no Issuing Lender shall be required to issue (or cause its Applicable Lending Office to issue), any Letter of Credit if if, after giving effect to such issuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies issued by such Issuing Lender plus (y) the outstanding amount then Outstanding Amount of all Letters of Credit issued by such Issuing Lender other than those denominated in L/C Foreign Currencies (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Issuing Commitment then in effect, (B) the Total L/C Tranche Extensions of Credit would exceed the Total L/C Tranche Commitment 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 L/C Foreign Optional Currencies plus (y) the outstanding amount then Outstanding Amount of all Letters of Credit other than those denominated in the Total L/C Foreign Currencies would exceed the L/C Sublimit then in effect, or (C) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies plus (y) the amount of the Tranche Extensions of Credit other than Letters of Credit denominated in L/C Foreign Optional Currencies would exceed the lesser of (I) the Total L/C Tranche Commitments then in effect and (II) the Borrowing Base and (ii) the Borrower Company shall be a co-applicant, and jointly and severally liable with respect to, to each Letter of Credit issued for the account of any an Applicable Account Party (other Group Memberthan the Company). Each Letter of Credit shall (x) be denominated in Dollars or, if agreed by the applicable Issuing Lender, or any L/C Foreign Optional Currency and (y) expire no later than the earlier of (A) the date that is one year after the date of issuance of such Letter of Credit and (B) thirty (30) days five Business Days prior to the Termination Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (B). If agreed by an Issuing Lender, Letters unless and to the extent that such Letter of Credit issued by is 509265-1725-14038-Active.16338633 Collateralized for the period following such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) days prior to at 100% of the Termination Date then in effect); provided that the Borrower shall not request the issuance undrawn and unexpired amount of any such Letter of Credit if requested by the aggregate face 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 all such Letters Letter of Credit outstanding on 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 request Letter of Credit and giving effect 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 proposed issuance would exceed the Dollar Equivalent of $10,000,000Loan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor. (b) An 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 such issuance would conflict with, or cause the such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue at the request of the Borrower letters of credit and, with the consent of such Issuing Lender, letters of guarantee (each a “Letter of Credit”) under the Domestic Facility for the account of any Group Member a Loan Party or a Subsidiary of a Loan Party (the “Applicable Account Party”) on any Business Day during the Commitment Period of such Issuing Lender in such form as may be approved from time to time by such Issuing Lenderreasonable and customary for the purpose thereof; provided provided, that (i) the Borrower no Applicable Account Party shall not request, and no Issuing Lender shall be required to issue, any Letter of Credit if if, after giving effect to such issuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies issued by such Issuing Lender plus (y) the outstanding amount then 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 '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) prior to the Collateral Release Date, the Dollar Equivalent of the then Outstanding Amount of Covered Debt would exceed the Borrowing Base at such date or (D) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Optional 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 Sublimit then in effect, or (C) the sum of (x) 105% Outstanding Amount of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies plus (y) the amount of the Total Domestic Extensions of Credit other than Letters of Credit denominated in L/C Foreign Optional Currencies would exceed the lesser of (I) the Total Domestic Commitments then in effect and (II) the Borrowing Base and (ii) the Borrower Company shall be a co-applicant, and jointly and severally liable with respect to, to each Letter of Credit issued for the account of any an Applicable Account Party (other Group Memberthan the Company). Each Letter of Credit shall (x) be denominated in Dollars or, if agreed by the applicable Issuing Lender, or any L/C Foreign Optional Currency and (y) expire no later than the earlier of (A) the date that is one year after the date of issuance of such Letter of Credit and (B) thirty (30) days five Business Days prior to the Termination Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (B). If agreed by an Issuing Lender, Letters unless and to the extent that such Letter of Credit issued by is Collateralized for the period following such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) days prior to at 100% of the Termination Date then in effect); provided that the Borrower shall not request the issuance undrawn and unexpired amount of any such Letter of Credit if requested by the aggregate face 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 all such Letters Letter of Credit outstanding on if requested by the date 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 request Letter of Credit and giving effect 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 proposed issuance would exceed the Dollar Equivalent of $10,000,000Loan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor. (b) An No Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue at the request of the Borrower (or cause its Applicable Lending Office to issue) letters of credit and, with the consent of such Issuing Lender, letters of guarantee (each a “Letter of Credit”) under the Domestic Facility for the account of any Group Member a Loan Party or a Subsidiary of a Loan Party (the “Applicable Account Party”) on any Business Day during the Commitment Period of such Issuing Lender in such form as may be approved from time to time by such Issuing Lenderreasonable and customary for the purpose thereof; provided provided, that (i) the Borrower no Applicable Account Party shall not request, and no Issuing Lender shall be required to issue (or cause its Applicable Lending Office to issue), any Letter of Credit if if, after giving effect to such issuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies issued by such Issuing Lender plus (y) the outstanding amount then Outstanding Amount of all Letters of Credit issued by such Issuing Lender other than those denominated in L/C Foreign Currencies (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 $3 billion or (D) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Optional 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 Sublimit then in effect, or (C) the sum of (x) 105% Outstanding Amount of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies plus (y) the amount of the Total Domestic Extensions of Credit other than Letters of Credit denominated in L/C Foreign Optional Currencies would exceed the lesser of (I) the Total Domestic Commitments then in effect and (II) the Borrowing Base and (ii) the Borrower Company shall be a co-applicant, and jointly and severally liable with respect to, to each Letter of Credit issued for the account of any an Applicable Account Party (other Group Memberthan the Company). Each Letter of Credit shall (x) be denominated in Dollars or, if agreed by the applicable Issuing Lender, or any L/C Foreign Optional Currency and (y) expire no later than the earlier of (A) the date that is one year after the date of issuance of such Letter of Credit and (B) thirty (30) days five Business Days prior to the Termination Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (B). If agreed by an Issuing Lender, Letters unless and to the extent that such Letter of Credit issued by is Collateralized for the period following such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) days prior to at 100% of the Termination Date then in effect); provided that the Borrower shall not request the issuance undrawn and unexpired amount of any such Letter of Credit if requested by the aggregate face 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 all such Letters Letter of Credit outstanding on 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 request Letter of Credit and giving effect 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 proposed issuance would exceed the Dollar Equivalent of $10,000,000Loan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor. (b) An 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 such issuance would conflict with, or cause the such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in Section 3.4(a2.20(e), agrees to issue at the request of the Borrower letters of credit (each a “Letter Letters of Credit”) for the account of the Borrower or any Group Member of its Subsidiaries or Affiliates (or any Joint Venture, provided such Issuing Bank has received all documentation and other information required by regulatory authorities with respect to such Joint Venture under applicable “know your customer”, “beneficial ownership” and anti-money laundering rules and regulations, including with respect to the PATRIOT Act and Beneficial Ownership Regulation, in a form reasonably satisfactory to such Issuing Bank and the Administrative Agent) on any Business Day during the period from the Closing Date to the Commitment Period Termination Date of such Issuing Bank in such form as may be approved from time to time by such Issuing LenderBank; provided that (i) the Borrower shall not request, and no Issuing Lender Bank shall be required have any obligation to issue, issue any Letter of Credit if if, after giving effect to such issuance issuance, (and to any concurrent funding or prepayment i) without the consent 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)applicable Issuing Bank, (A) in the sum case of (x) 105% of any Principal Issuing Bank, the Dollar Equivalent of L/C Obligations with respect to Letters of Credit denominated in issued by such Principal Issuing Bank would exceed $50,000,000 or such other amount (not to exceed, when added to the Letter of Credit commitments of all other Issuing Banks, the L/C Foreign Currencies issued Sublimit) as may be agreed to by such Principal Issuing Lender plus Bank and the Borrower in writing from time to time (ywith prompt notice to the Administrative Agent), and (B) in the outstanding amount case of all any other Issuing Bank, the L/C Obligations with respect to Letters of Credit issued by such Issuing Lender Bank would exceed such amount (not to exceed, when added to the Letter of Credit commitments of all other than those denominated in Issuing Banks, the L/C Foreign Currencies would exceed Sublimit) as may be agreed to by such Issuing Lender’s L/C Commitment then Bank and the Borrower in effectwriting from time to time (with prompt notice to the Administrative Agent), (B) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies plus (yii) the outstanding amount of all Letters of Credit other than those denominated in L/C Foreign Currencies Obligations would exceed the L/C Sublimit then in effector the aggregate principal amount of the Total Extensions of Credit would exceed the aggregate amount of the Commitments, or (Ciii) in the sum of (x) 105% event that the Commitment Termination Date shall have been extended pursuant to Section 2.21 with respect to some but not all of the Dollar Equivalent Lenders, the portion of the L/C Obligations attributable to Letters of Credit denominated in L/C Foreign Currencies plus (y) with expiry dates after any Existing Commitment Termination Date will exceed the amount portion of the Extensions aggregate Commitments attributable to the Commitments of Credit other than Letters of Credit denominated in L/C Foreign Currencies would exceed the lesser of (I) the Total Commitments then in effect and (II) the Borrowing Base and (ii) the Borrower shall be a co-applicant, and jointly and severally liable Lenders with respect to, each Letter of Credit issued for to which the account of any other Group MemberCommitment Termination Date shall have been extended beyond such Existing Commitment Termination Date. Each Letter of Credit shall (xA) be denominated in Dollars orDollars, if (B) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender, any L/C Foreign Currency Bank) and (yC) expire no later than the earlier of (Ax) the first anniversary of its date of issuance and (y) the date that is one year after the date of issuance of such Letter of Credit and (B) thirty (30) days five Business Days prior to the Commitment Termination Date then in effect; providedof the applicable Issuing Bank, provided that any Letter of Credit with a one-year tenor term 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 (By) above). If agreed by an Issuing Lender, All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) days prior to the Termination Date then in effect); provided terms and conditions hereof. It is agreed that the Borrower shall not have the right from and after the Closing Date to request that any letter of credit issued by a Principal Issuing Bank pursuant to documentation other than this Agreement be deemed (at any time during the Commitment Period of such Principal Issuing Bank) to constitute a Letter of Credit issued under this Agreement, and, provided that all requirements of this Agreement that would then be applicable to the issuance of any such letter of credit if it were then being newly issued as a Letter of Credit hereunder are satisfied (including the satisfaction of the conditions precedent set forth in Section 4.2), and with the consent of the applicable Principal Issuing Bank, such letter of credit shall be so deemed to constitute a Letter of Credit issued under this Agreement as fully as if it were then newly issued under this Agreement. The applicable Principal Issuing Bank shall provide the Administrative Agent with a copy of each such 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 $10,000,000in accordance with Section 2.20(b) below. (b) An Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue at the request of the Borrower letters of credit (each a “Letter of Credit”) for the account of any Group Member on any Business Day during the Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that (i) the Borrower shall not request, and no Issuing Lender shall be required to issue, any Letter of Credit if after giving effect to such issuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign 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 L/C Foreign 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 L/C Foreign Optional Currencies plus (y) the outstanding amount of all Letters of Credit other than those denominated in L/C Foreign Optional Currencies would exceed the L/C Sublimit then in effect, or (C) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Optional Currencies plus (y) the amount then Outstanding Amount of the Extensions of Credit other than Letters of Credit denominated in L/C Foreign Optional Currencies would exceed the lesser of (IA) the Total Commitments then in effect and (IIB) the Borrowing Base and (ii) the Borrower shall be a co-applicant, and jointly and severally liable with respect to, each Letter of Credit issued for the account of any other Group Member. Each Letter of Credit shall (x) be denominated in Dollars or, if agreed by the applicable Issuing Lender, any L/C Foreign Optional Currency and (y) expire no later than the earlier of (A) the date that is one year after the date of issuance of such Letter of Credit and (B) thirty (30) days prior to the Termination Date then in effect; provided, that any Letter of Credit with a one-year tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause (B). If agreed by an Issuing Lender, Letters of Credit issued by such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) days prior to the Termination Date then in effect); provided that the Borrower shall not request the issuance of any such Letter of Credit if the aggregate 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 $10,000,0005,000,000. (b) An Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue at the request of the Borrower (or cause its Applicable Lending Office to issue) letters of credit and, with the consent of such Issuing Lender, letters of guarantee (each a “Letter of Credit”) under the Domestic Facility for the account of any Group Member a Loan Party or a Subsidiary of a Loan Party (the “Applicable Account Party”) on any Business Day during the Commitment Period of such Issuing Lender in such form as may be approved from time to time by such Issuing Lenderreasonable and customary for the purpose thereof; provided provided, that (i) the Borrower no Applicable Account Party shall not request, and no Issuing Lender shall be required to issue (or cause its Applicable Lending Office to issue), any Letter of Credit if if, after giving effect to such issuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies issued by such Issuing Lender plus (y) the outstanding amount then Outstanding Amount of all Letters of Credit issued by such Issuing Lender other than those denominated in L/C Foreign Currencies (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 L/C Foreign Optional 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 Sublimit then in effect, or (C) the sum of (x) 105% Outstanding Amount of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies plus (y) the amount of the Total Domestic Extensions of Credit other than Letters of Credit denominated in L/C Foreign Optional Currencies would exceed the lesser of (I) the Total Domestic Commitments then in effect and (II) the Borrowing Base and (ii) the Borrower Company shall be a co-applicant, and jointly and severally liable with respect to, to each Letter of Credit issued for the account of any an Applicable Account Party (other Group Memberthan the Company). Each Letter of Credit shall (x) be denominated in Dollars or, if agreed by the applicable Issuing Lender, or any L/C Foreign Optional Currency and (y) expire no later than the earlier of (A) the date that is one year after the date of issuance of such Letter of Credit and (B) thirty (30) days five Business Days prior to the Termination Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (B). If agreed by an Issuing Lender, Letters unless and to the extent that such Letter of Credit issued by is Collateralized for the period following such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) days prior to at 100% of the Termination Date then in effect); provided that the Borrower shall not request the issuance undrawn and unexpired amount of any such Letter of Credit if requested by the aggregate face 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 all such Letters Letter of Credit outstanding on 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 request Letter of Credit and giving effect 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 proposed issuance would exceed the Dollar Equivalent of $10,000,000Loan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor. (b) An 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 such issuance would conflict with, or cause the such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other L/C Tranche Lenders set forth in Section 3.4(a), agrees to issue at the request of the Borrower (or cause its Applicable Lending Office to issue) letters of credit and bank guarantees (each a “Letter of Credit”) under the L/C Tranche Facility for the account of any Group Member a Loan Party or a Subsidiary of a Loan Party (the “Applicable Account Party”) on any Business Day during the Commitment Period of such Issuing Lender in such form as may be approved from time to time by such Issuing Lenderreasonable and customary for the purpose thereof; provided provided, that (i) the Borrower no Applicable Account Party shall not request, and no Issuing Lender shall be required to issue (or cause its Applicable Lending Office to issue), any Letter of Credit if if, after giving effect to such issuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies issued by such Issuing Lender plus (y) the outstanding amount then Outstanding Amount of all Letters of Credit issued by such Issuing Lender other than those denominated in L/C Foreign Currencies (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Issuing Commitment then in effect, (B) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Total L/C Foreign Currencies plus (y) the outstanding amount of all Letters Tranche Extensions of Credit other than those denominated in would exceed the Total L/C Foreign Currencies would exceed the L/C Sublimit Tranche Commitment then in effect, effect or (C) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Optional Currencies plus (y) the amount then Outstanding Amount of the Total L/C Tranche Extensions of Credit other than Letters of Credit denominated in L/C Foreign Optional Currencies would exceed the lesser of (I) the Total L/C Tranche Commitments then in effect and (II) the Borrowing Base and (ii) the Borrower Company shall be a co-applicant, and jointly and severally liable with respect to, to each Letter of Credit issued for the account of any an Applicable Account Party (other Group Memberthan the Company). Each Letter of Credit shall (x) be denominated in Dollars or, if agreed by the applicable Issuing Lender, or any L/C Foreign Optional Currency and (y) expire no later than the earlier of (A) the date that is one year after the date of issuance of such Letter of Credit and (B) thirty (30) days five Business Days prior to the Termination Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (B). If agreed by an Issuing Lender, Letters unless and to the extent that such Letter of Credit issued by is Collateralized for the period following such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) days prior to at 100% of the Termination Date then in effect); provided that the Borrower shall not request the issuance undrawn and unexpired amount of any such Letter of Credit if requested by the aggregate face 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 all such Letters Letter of Credit outstanding on 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 request Letter of Credit and giving effect 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 proposed issuance would exceed the Dollar Equivalent of $10,000,000Loan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor. (b) An 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 such issuance would conflict with, or cause the such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in Section 3.4(asubsection 3.9(a), agrees to issue at the request of the Borrower letters of credit (each a “Letter "Letters of 44 51 Credit”") for the account of any Group Member the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing LenderBank; provided that (i) the Borrower shall not request, and no Issuing Lender Bank shall be required have any obligation to issue, issue any Letter of Credit if if, after giving effect to such issuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit)issuance, (Ai) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies issued by Obligations at 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 time would exceed the L/C Sublimit then in effectCommitment, or (Cii) the sum Standby Letter of Credit Outstandings at such time would exceed $125,000,000, (xiii) 105% the Aggregate Revolving Credit Outstandings at such time would exceed the aggregate amount of the Dollar Equivalent Revolving Credit Commitments at such time, (iv) in the case of Letters of Credit denominated issued in currencies other than Dollars only, the L/C Obligations in respect of Letters of Credit issued in currencies other than Dollars would exceed the Foreign Currencies plus L/C Commitment Sublimit at such time, or (yv) the amount of the Aggregate Outstanding Extensions of Credit other than Letters of Credit denominated in L/C Foreign Currencies at such time would exceed the lesser of (I) the Total Commitments then in effect and (II) the Borrowing Base and at such time. (iib) the Borrower shall be a co-applicant, and jointly and severally liable with respect to, each Letter of Credit issued for the account of any other Group Member. Each Letter of Credit shall shall: (xi) be denominated in Dollars or, if agreed by or such other currency that as of the applicable date of issuance thereof is in the reasonable judgment of the relevant Issuing Lender, any Bank (which shall be binding on the L/C Foreign Currency 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 (yA) a standby letter of credit issued to support obligations of the Borrower or a Subsidiary, contingent or otherwise (a "Standby Letter of Credit"), or (B) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Borrower and its Subsidiaries in the ordinary course of business (a "Trade Letter of Credit"), and (ii) expire no later than the earlier of (A) five Business Days prior to the date that is 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 and (B) that such Letter of Credit will not be renewed, in which case such Letter of Credit may, at the option of the Borrower, provide that the beneficiary of such Letter of Credit will be entitled to draw on such Letter of Credit at any time during the thirty (30) days prior to the Termination Date then in effect; provided, that any expiry thereof. (c) Each Letter of Credit with a one-year tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause (B). If agreed by an Issuing Lender, Letters of Credit issued by such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) days prior be subject 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 Uniform Customs and, to the proposed issuance would exceed extent not inconsistent therewith, the Dollar Equivalent law of $10,000,000the State of New York. (bd) An No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (e) On the Effective Date, all letters of credit and the reimbursement obligations attendant thereto issued pursuant to or under any of the Previous Credit Agreements which are then outstanding shall be from and after such date deemed to be and become for all purposes Letters of Credit with Reimbursement Obligations attendant thereto issued pursuant to and be outstanding under this Agreement.

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

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other L/C Tranche Lenders set forth in Section 3.4(a), agrees to issue at the request of the Borrower letters of credit and bank guarantees (each a “Letter of Credit”) under the L/C Tranche Facility for the account of any Group Member a Loan Party or a Subsidiary of a Loan Party (the “Applicable Account Party”) on any Business Day during the Commitment Period of such Issuing Lender in such form as may be approved from time to time by such Issuing Lenderreasonable and customary for the purpose thereof; provided provided, that (i) the Borrower no Applicable Account Party shall not request, and no Issuing Lender shall be required to issue, any Letter of Credit if if, after giving effect to such issuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies issued by such Issuing Lender plus (y) the outstanding amount then 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 's L/C Issuing Commitment then in effect, (B) the Total L/C Tranche Extensions of Credit would exceed the Total L/C 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 date, (D) 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 L/C Foreign Optional Currencies plus (y) the outstanding amount then Outstanding Amount of all Letters of Credit other than those denominated in the Total L/C Foreign Currencies would exceed the L/C Sublimit then in effect, or (C) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies plus (y) the amount of the Tranche Extensions of Credit other than Letters of Credit denominated in L/C Foreign Optional Currencies would exceed the lesser of (I) the Total L/C Tranche Commitments then in effect and (II) the Borrowing Base and (ii) the Borrower Company shall be a co-applicant, and jointly and severally liable with respect to, to each Letter of Credit issued for the account of any an Applicable Account Party (other Group Memberthan the Company). Each Letter of Credit shall (x) be denominated in Dollars or, if agreed by the applicable Issuing Lender, or any L/C Foreign Optional Currency and (y) expire no later than the earlier of (A) the date that is one year after the date of 509265-1725-11432-13209999 issuance of such Letter of Credit and (B) thirty (30) days five Business Days prior to the Termination Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (B). If agreed by an Issuing Lender, Letters unless and to the extent that such Letter of Credit issued by is Collateralized for the period following such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) days prior to at 100% of the Termination Date then in effect); provided that the Borrower shall not request the issuance undrawn and unexpired amount of any such Letter of Credit if requested by the aggregate face 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 all such Letters Letter of Credit outstanding on if requested by the date 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 request Letter of Credit and giving effect 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 proposed issuance would exceed the Dollar Equivalent of $10,000,000Loan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor. (b) An No Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other L/C Tranche Lenders set forth in Section 3.4(a), agrees to issue at the request of the Borrower (or cause its Applicable Lending Office to issue) letters of credit and bank guarantees (each a “Letter of Credit”) under the L/C Tranche Facility for the account of any Group Member a Loan Party or a Subsidiary of a Loan Party (the “Applicable Account Party”) on any Business Day during the Commitment Period of such Issuing Lender in such form as may be approved from time to time by such Issuing Lenderreasonable and customary for the purpose thereof; provided provided, that (i) the Borrower no Applicable Account Party shall not request, and no Issuing Lender shall be required to issue (or cause its Applicable Lending Office to issue), any Letter of Credit if if, after giving effect to such issuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies issued by such Issuing Lender plus (y) the outstanding amount then Outstanding Amount of all Letters of Credit issued by such Issuing Lender other than those denominated in L/C Foreign Currencies (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Issuing Commitment then in effect, (B) the Total L/C Tranche Extensions of Credit would exceed the Total L/C Tranche Commitment then in effect, (C) the Total Consolidated GMF Exposure would exceed $1 billion or (D) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Optional Currencies plus (y) the outstanding amount then Outstanding Amount of all Letters of Credit other than those denominated in the Total L/C Foreign Currencies would exceed the L/C Sublimit then in effect, or (C) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies plus (y) the amount of the Tranche Extensions of Credit other than Letters of Credit denominated in L/C Foreign Optional Currencies would exceed the lesser of (I) the Total L/C Tranche Commitments then in effect and (II) the Borrowing Base and (ii) the Borrower Company shall be a co-applicant, and jointly and severally liable with respect to, to each Letter of Credit issued for the account of any an Applicable Account Party (other Group Memberthan the Company). Each Letter of Credit shall (x) be denominated in Dollars or, if agreed by the applicable Issuing Lender, or any L/C Foreign Optional Currency and (y) expire no later than the earlier of (A) the date that is one year after the date of issuance of such Letter of Credit and (B) thirty (30) days five Business Days prior to the Termination Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (B). If agreed by an Issuing Lender, Letters unless and to the extent that such Letter of Credit issued by is Collateralized for the period following such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) days prior to at 100% of the Termination Date then in effect); provided that the Borrower shall not request the issuance undrawn and unexpired amount of any such Letter of Credit if requested by the aggregate face 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 all such Letters Letter of Credit outstanding on 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 request Letter of Credit and giving effect 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 proposed issuance would exceed the Dollar Equivalent of $10,000,000Loan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor. (b) An 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 such issuance would conflict with, or cause the such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(asubsection 4.4(a), agrees to issue at the request of the Borrower standby letters of credit (each a “Letter Letters of Credit”) for the account of any Group Member the Borrower on any Business Day during the Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that (i) the Borrower shall not request, and no Issuing Lender shall be required have no obligation to issue, issue any Letter of Credit if if, after giving effect to such issuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit)issuance, (Ai) 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 Obligations would exceed the L/C Sublimit then in effectCommitment or, or (Cii) 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 such Issuing Lender’s Revolving Extensions of Credit other than Letters of shall exceed its Revolving Credit denominated in L/C Foreign Currencies Commitment or (iii) the Aggregate Revolving Credit Outstandings would exceed the lesser of (I) the Total Commitments then in effect and (II) the Borrowing Base and (ii) the Borrower shall be a co-applicant, and jointly and severally liable with respect to, each Letter of Aggregate Revolving Credit issued for the account of any other Group MemberCommitments. Each Letter of Credit shall (xi) be denominated in Dollars or, if agreed by the applicable Issuing Lender, any L/C Foreign Currency and (yii) expire no later than the earlier of (A) the date that is one year after Business Day prior to the Termination Date, unless all the Lenders have approved the expiry date of issuance of such Letter of Credit and (B) thirty (30) days prior to the Termination Date then in effect; provided, that any or such Letter of Credit with shall have been cash collateralized in a one-year tenor may provide for manner acceptable to the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause (B). If agreed by an Issuing Lender, . The Existing Letters of Credit will be deemed Letters of Credit issued by such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) days prior to the Termination Date then in effect); provided that the Borrower shall not request the issuance of any such Letter of Credit if the aggregate 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 $10,000,000Closing Date for all purposes hereunder. (b) An The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.