Common use of L/C Commitment Clause in Contracts

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in subsection 3.4(a), agrees to issue letters of credit ("Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (x) the L/C Obligations would exceed the Revolving Credit Commitment or (y) the Available Commitment with respect to Revolving Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding would be less than zero. (b) Each Domestic L/C shall (i) be denominated in Dollars, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods and (iii) expire no later than the fifth Business Day prior to the Termination Date. (c) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, of (x) such Letter of Credit or (y) the Reimbursement Amount (as defined in Subsection 3.5(a)), as applicable. (d) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (e) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) 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 or any policies of the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide such Letter of Credit in the applicable Alternative Currency.

L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 (“Existing Letters of Credit”) shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in subsection 3.4(aSection 5.4(a), agrees to issue new letters of credit ("“Letters of Credit"”) for the account of any Borrower requesting the same and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day during from the Revolving Credit Commitment Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by the such Issuing Lender; provided that the such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the L/C Obligations would exceed the Revolving Credit L/C Commitment or (yii) the Available Commitment with respect to Revolving Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding Utilized Revolving Commitments would be less greater than zero. the Revolving Loan Commitments or (biii) the Utilized Revolving Commitments of such Borrower would exceed such Borrower’s Sublimit. Each Domestic L/C Letter of Credit shall (i) be denominated in Dollars, (ii) be have a Performance L/C or a Financial L/C issued to support obligations face amount of at least $100,000 (unless otherwise agreed by the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods applicable Issuing Lender) and (iii) expire no later than the fifth Business Day prior to the Termination Date. (c) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, earlier of (x) such Letter the first anniversary of Credit or its date of issuance and (y) the Reimbursement Amount (as defined in Subsection 3.5(a))date that is five Business Days prior to the Maturity Date; provided, as applicable. (d) Each Letter that, if one or more Letters of Credit shall be subject at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory to the Uniform Customs andAdministrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by Moody’s and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by Moody’s or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent not inconsistent therewithany such cash collateral, Domestic L/Cs shall also the application thereof or reimbursement in respect thereof is required to be subject returned to the laws of the State of New York. (e) The relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause held and applied by the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or any policies of the Issuing Lender or (ii) Administrative Agent in the case of any Foreign L/C, it has determined that it cannot provide such Letter of Credit manner and for the purposes set forth in the applicable Alternative CurrencySection 10.2(c).

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the Revolving Credit 364 Day Lenders set forth in subsection 3.4(a), agrees to issue letters of credit ("Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Credit 364 Day Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (x) the L/C Obligations would exceed the Revolving Credit L/C Commitment or (y) the Available Commitment with respect to Revolving Credit 364 Day Loans of all Revolving Credit 364 Day Lenders less the aggregate principal amount of the Swing Line Loans then outstanding would be less than zero. (b) Each Domestic L/C shall (i) be denominated in Dollars, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods and (iii) expire no later than the fifth Business Day prior to the Revolving 364 Day Termination Date. (c) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Revolving 364 Day Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, of (x) such Letter of Credit or (y) the Reimbursement Amount (as defined in Subsection 3.5(a)), as applicable. (d) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (e) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) 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 or any policies of the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide such Letter of Credit in the applicable Alternative Currency.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in subsection 3.4(a), agrees to issue letters of credit ("Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the L/C Obligations would exceed the Revolving Credit Commitment L/C Commitment, (ii) the Foreign L/C Obligations would exceed the Foreign L/C Sublimit or (yiii) the Available Commitment with respect to Revolving Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding would be less than zero. (b) Each Domestic L/C shall (i) be denominated in Dollars, (ii) be a Performance L/C or a Financial L/C standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods otherwise and (iii) expire no later than the fifth Business Day prior to the Revolving Loan Termination Date. (c) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Revolving Loan Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, of (x) such Letter of Credit or (y) the Reimbursement Amount (as defined in Subsection 3.5(a)), as applicable. (d) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (e) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) 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 or any policies of the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide such Letter of Credit in the applicable Alternative Currency.

L/C Commitment. (a) Subject Each Issuing Lender will issue trade, standby and commercial letters of credit from time to time denominated in Dollars and/or in one or more Facility A Currencies before the Revolving Maturity Date, in each case containing such terms and conditions hereofas are permitted by this Agreement and are reasonably satisfactory to the applicable Issuing Lender and the Company, at the Issuing Lender, in reliance on the agreements request of the Revolving Credit Lenders set forth in subsection 3.4(a), agrees to issue letters of credit ("Letters of Credit") and for the account of the Borrower on Company (or jointly for the account of the Company and any Business Day during the Revolving Credit Commitment Period in such form as may be approved Subsidiary) or any Subsidiary from time to time by before the Issuing Lenderdate which is 30 days prior to the scheduled Revolving Maturity Date; and (b) as more fully set forth in Section 2.3.2, each Lender agrees to purchase a participation in each such Letter of Credit; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit ifthat, after giving effect to such issuancethe issuance of each Letter of Credit, (i) the aggregate Stated Amount of all Letters of Credit shall not exceed the lesser of (x) the L/C Obligations would exceed the Revolving Credit Commitment or $50,000,000 and (y) the Available aggregate Facility A Revolving Commitment with respect to Revolving Credit Loans of all Revolving Credit Lenders less (the aggregate principal amount of the Swing Line Loans then outstanding would be less than zero. (b) Each Domestic “L/C shall (i) be denominated in DollarsSublimit”), (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of unless otherwise agreed by an individual Issuing Lender (in its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods and (iii) expire no later than the fifth Business Day prior to the Termination Date. (c) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreementsole discretion), the amount deemed outstanding under each Foreign L/C at any time, and the amount Stated Amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, of (x) such Letter all Letters of Credit or (y) the Reimbursement Amount (as defined in Subsection 3.5(a)), as applicable. (d) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (e) The issued by such Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) exceed such issuance would conflict with, or cause the Issuing Lender or any Lender’s L/C Participant to exceed any limits imposed byCommitment, any applicable Requirement of Law or any policies (iii) the sum of the Issuing Lender or (ii) in aggregate outstanding Dollar Equivalent amount of all Offshore Currency Loans plus the case Stated Amount of any Foreign L/C, it has determined that it cannot provide such Letter all Letters of Credit denominated in an Offshore Currency shall not exceed the applicable Alternative CurrencyOffshore Currency Sublimit, (iv) each Revolving Lender’s Facility A Revolving Credit Exposure shall not exceed such Revolving Lender’s Facility A Revolving Commitment; and (v) the aggregate Facility A Revolving Credit Exposure shall not exceed the aggregate Facility A Revolving Commitment.

L/C Commitment. (a) Prior to the date hereof, the Issuing Bank -------------- issued various letters of credit on behalf of the Company. Subject to the terms and conditions hereof, the Issuing LenderBank, in reliance on the agreements of the Revolving Credit Lenders other Banks set forth in subsection 3.4(a3.5(a), agrees to issue standby letters of credit ("Letters of Credit") for the account of the Borrower Company and its Designated Subsidiaries on any Business Day during until the Revolving Credit date which is five Business Days prior to the end of the Commitment Period in such form as may be approved from time to time by the Issuing LenderBank (all such letters of credit outstanding on February 25, 1994 and all letters of credit issued thereafter under the Original Credit Agreement or to be issued hereunder, together with all extensions, renewals and replacements thereof, are herein collectively referred to as the "Letters of Credit"); provided that the Issuing Lender Bank shall have no obligation to issue any Letter of -------- Credit if at the time of the request for such issuance a Default exists or an Event of Default has occurred and is continuing or if, after giving effect to such issuance, (xi) the L/C Obligations would exceed the Revolving Credit L/C Commitment or (yii) the Available Commitment with respect to Revolving Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding would be less than zero. (b) . Each Domestic L/C Letter of Credit shall (i) be denominated in Dollars, (ii) be a Performance L/C or a Financial L/C issued to support obligations of expire no later than the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods Termination Date and (iii) expire no later than the fifth Business Day prior to the Termination Date. (c) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of date one year after its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Dateissuance. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, of (x) such Letter of Credit or (y) the Reimbursement Amount (as defined in Subsection 3.5(a)), as applicable. (d) Each Letter of Credit (except for previously issued Letters of Credit) shall be subject to the Uniform Customs andissued as credit support for (x) insurance and vendor financial obligations, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws (y) performance bonds issued on behalf of the State of New York. (e) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the Issuing Lender Company or any L/C Participant to exceed any limits imposed by, any applicable Requirement Designated Subsidiary in its ordinary course of Law business or any policies (z) other similar financial support for obligations of the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide such Letter of Credit in the applicable Alternative CurrencyCompany.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a), agrees to issue letters of credit ("Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the L/C Obligations would exceed the L/C Commitment or (ii) the Available Revolving Credit Commitment or (y) the Available Commitment with respect to Revolving Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding would be less than zero. Each Letter of Credit issued pursuant to the Existing Credit Agreement shall, at all times on and after the Closing Date, be deemed to be a "Letter of Credit" for all purposes of this Agreement and the other Loan Documents. (b) Each Domestic L/C Letter of Credit shall (i) be denominated in Dollars, (ii) be a Performance L/C or a Financial L/C standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, including Seller Notes and DirecTv Obligations, or be a commercial letter to finance the working capital and business needs of credit for the purchase Borrower or any of goods its Subsidiaries in the ordinary course of business and (iii) expire no later than the earlier of (x) the date that is 12 months after the date of its issuance and (y) the fifth Business Day prior to the Termination Date. July 31, 2003; provided that any Letter of Credit with an expiration date occurring up to twelve months after such Letter of Credit's date of issuance may be automatically renewable for subsequent 12-month periods (c) Each Foreign L/C shall (i) be denominated but in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no event later than the fifth Business Day prior to July 31, 2003); provided, further, that the Termination Date. For purposes aggregate amount of L/C Obligations outstanding at any time supporting DirecTv Obligations shall in no event exceed $10,000,000 and may be in the form of Exhibit J to the Existing Credit Agreement; and provided, further, that notwithstanding anything to the contrary in this Agreement, (a) the amount deemed outstanding under each Foreign L/C at any time, and Letter of Credit supporting the principal amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid promissory note issued by the Issuing Lender in connection with any Foreign L/CDigital Television Services of Georgia, LLC, a Georgia limited liability company and a wholly owned subsidiary of Management ("DTS Georgia"), to Washington Electric Membership Corporation, as more fully described on Schedule 8.4(o), shall be expire on January 15, 2001 and (b) the Dollar Equivalent, as determined on the most recent Calculation Date, of (x) such Letter of Credit or (y) supporting the Reimbursement Amount (as defined in Subsection 3.5(a))principal amount of the $9,427,984 original principal amount promissory note issued by DTS Georgia to Mitcxxxx Xxxctric Membership Corporation on the date hereof shall expire on January 15, as applicable2001. (dc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (ed) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) 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 or any policies of the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide such Letter of Credit in the applicable Alternative CurrencyLaw.

L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 (“Existing Letters of Credit”) shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in subsection 3.4(aSection 5.4(a), agrees to issue new letters of credit ("“Letters of Credit"”) for the account of any Borrower requesting the same and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day during from the Revolving Credit Commitment Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by the such Issuing Lender; provided that the such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the L/C Obligations would exceed the Revolving Credit L/C Commitment or (yii) the Available Commitment with respect to Revolving Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding Utilized Revolving Commitments would be less greater than zero. the Revolving Loan Commitments or (biii) the Utilized Revolving Commitments of such Borrower would exceed such Borrower’s Sublimit. Each Domestic L/C Letter of Credit shall (i) be denominated in Dollars, (ii) be have a Performance L/C or a Financial L/C issued to support obligations face amount of at least $100,000 (unless otherwise agreed by the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods applicable Issuing Lender) and (iii) expire no later than the fifth Business Day prior to the Termination Date. (c) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, earlier of (x) such Letter the first anniversary of Credit or its date of issuance and (y) the Reimbursement Amount (as defined in Subsection 3.5(a))date that is five Business Days prior to the Maturity Date; provided, as applicable. (d) Each Letter that, if one or more Letters of Credit shall be subject at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory to the Uniform Customs andAdministrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by Mxxxx’x and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by Mxxxx’x or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent not inconsistent therewithany such cash collateral, Domestic L/Cs shall also the application thereof or reimbursement in respect thereof is required to be subject returned to the laws of the State of New York. (e) The relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause held and applied by the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or any policies of the Issuing Lender or (ii) Administrative Agent in the case of any Foreign L/C, it has determined that it cannot provide such Letter of Credit manner and for the purposes set forth in the applicable Alternative CurrencySection 10.2(c).

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(aSection 2.8(a), agrees to issue letters of credit ("Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the L/C Obligations would exceed the Revolving Credit L/C Commitment or the Foreign L/C Usage would exceed the Foreign L/C Sublimit or (yii) the Available Commitment with respect to Revolving Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding Available Revolving Commitments would be less than zero. (b) . Each Domestic L/C Letter of Credit shall (i) be denominated in Dollars or Yen; provided, however, that a Letter of Credit will only be issued in Yen if, as of the proposed date of issuance of such Letter of Credit, the Issuing Lender determines, in its reasonable judgment (which shall be binding on all Revolving Lenders), that Yen are available in sufficient amount, at a reasonable cost and are otherwise freely convertible and exchangeable into Dollars, (ii) be have a Performance L/C face amount of at least $50,000 or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for Dollar Equivalent thereof (unless otherwise agreed by the purchase of goods Issuing Lender) and (iii) expire no later than the fifth Business Day prior to the Termination Date. (c) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, earlier of (x) such Letter the first anniversary of Credit or its date of issuance and (y) the Reimbursement Amount date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (as defined which shall in Subsection 3.5(ano event extend beyond the date referred to in clause (y) above)), as applicable. (d) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (eb) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) 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 or Law. (c) Schedule 2.5(c) contains a description of all letters of credit issued by any policies Lender pursuant to the Existing Credit Facility and which are to remain outstanding on the Closing Date (collectively, the "Existing Letters of Credit") and sets forth, with respect to each such letter of credit, (i) the name of the Issuing Lender or issuing lender, (ii) in the case letter of credit number, (iii) the stated amount, (iv) the name of the beneficiary and (v) the expiry date. Each such letter of credit, including any Foreign L/Cextension thereof, it has determined that it cannot provide such shall constitute a "Letter of Credit in Credit" under, as defined in, and for all purposes of, this Agreement and shall be deemed issued on the applicable Alternative CurrencyClosing Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in subsection Section 3.4(a), agrees to issue trade and standby letters of credit ("“Letters of Credit"”) for the account of the Borrower and its specified Subsidiaries on any Business Day during from the Closing Date to but not including the Revolving Credit Commitment Period Termination Date in such form as may be approved from time to time by the such Issuing Lender; provided provided, however, that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (xa) the L/C Obligations would exceed the L/C Commitment or (b) the L/C Obligations on account of Letters of Credit denominated in an Alternative Currency would exceed the Alternative Currency L/C Commitment, (c) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of L/C Obligations would exceed the Revolving Credit Commitment or (yd) the Available Commitment with respect to Revolving Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding would be less than zero. (b) Each Domestic L/C Obligations in respect of trade Letters of Credit would exceed $400,000,000 or the L/C Obligations in respect of standby Letters of Credit would exceed $50,000,000. Each Letter of Credit shall (i) be denominated in (A) Dollars, if such Letter of Credit is a standby Letter of Credit, or (B) Dollars or an Alternative Currency, if such Letter of Credit is a trade Letter of Credit, (ii) be a Performance L/C trade or a Financial L/C standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter incurred in the ordinary course of credit for the purchase of goods and business, (iii) expire on a date no later than the fifth ten Business Day Days prior to the Revolving Credit Termination Date. (c) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iiiiv) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, of (x) such Letter of Credit or (y) the Reimbursement Amount (as defined in Subsection 3.5(a)), as applicable. (d) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (e) The . No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (ix) 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 Applicable Law or (y) any policies of Lender has defaulted in its obligation to fund Loans hereunder or is at such time a Defaulting Lender, unless the applicable Issuing Lender has entered into arrangements satisfactory to such Issuing Lender with the Borrower or such Lender, including the provision of sufficient cash collateral or other credit support acceptable to such Issuing Lender, to eliminate such Issuing Lender’s actual or potential Disproportionate Facility Risk (iias defined below) in with respect to such Lender as to either the case Letter of any Foreign L/C, it has determined that it cannot provide Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such Issuing Lender has such actual or potential Disproportionate Facility Risk, as it may elect in its sole and absolute discretion. “Disproportionate Facility Risk” means, as of any date of determination, with respect to the applicable Alternative CurrencyIssuing Lender and any Defaulting Lender or Lender has defaulted in its obligation to fund Loans hereunder, the sum of (A) all unfunded participations in L/C Obligations at such date and (B) without duplication, all unfunded Base Rate Loans at such date that have been requested but not funded under Section 3.5(c) to refinance L/C Obligations, in each case allocable to such Defaulting Lender or Lender has defaulted in its obligation to fund Loans hereunder, other than L/C Obligations as to which cash collateral or other credit support satisfactory to the Administrative Agent and the Issuing Lender has been provided. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. Each Outstanding Letter of Credit shall be deemed to have been issued under this Agreement.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in subsection 3.4(a5.4(a), agrees to issue letters of credit ("Letters of CreditLETTERS OF CREDIT") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided PROVIDED that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the L/C Obligations would exceed the Revolving Credit Commitment or L/C Commitment, (yii) the Available Commitment with respect to Revolving Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding Available Revolving Credit Commitments would be less than zero. zero or (biii) Each Domestic 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 $400,000,000. Each Letter of Credit shall (i) be denominated in DollarsDollars or any Available Foreign Currency or any other currency acceptable to the Issuing Lender (PROVIDED, that the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars shall not exceed, in the aggregate, $200,000,000), (ii) be have a Performance L/C or a Financial L/C issued to support obligations face amount of at least $1,000,000 (unless otherwise agreed by the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods Issuing Lender) and (iii) expire no later than the fifth date that is five Business Day Days prior to the Termination Date. (c) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, of (x) such Letter of Credit or (y) the Reimbursement Amount (as defined in Subsection 3.5(a)), as applicable. (d) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (eb) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) 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 or any policies of the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide such Letter of Credit in the applicable Alternative CurrencyLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, Lender (acting through any of its branches or affiliates) in each case in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("Letters of Credit") Credit for the account of the Borrowers (or so long as the Parent Borrower is a co-applicant with respect to any such Letter of Credit any of its Restricted Subsidiaries (other than an Additional Borrower)) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the applicable Issuing Lender; provided that the no Issuing Lender shall have no an obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the L/C Obligations (including the Dollar Equivalent of any L/C Obligations outstanding in any currency other than Dollars) would exceed the Revolving Credit Commitment or L/C Commitments, (yii) the Available Commitment with L/C Obligations in respect to Revolving Credit Loans of all Revolving Letters of Credit Lenders less issued by such Issuing Lender would exceed such Issuing Lender’s L/C Commitment, (iii) the aggregate principal amount of the Swing Line Loans then outstanding Available Revolving Commitments would be less than zero. zero or (biv) Each Domestic with respect to Letters of Credit denominated in an L/C Foreign Currency, the aggregate Dollar Equivalent of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency would exceed the Foreign Currency Sublimit. Each Letter of Credit shall (i) be denominated in Dollars, (ii) be a Performance Dollars or another L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods Foreign Currency and (iiiii) expire no later than the fifth Business Day prior to the Termination Date. (c) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, earlier of (x) such Letter the first anniversary of Credit or its date of issuance and (y) the Reimbursement Amount date that is five Business Days prior to the Maturity Date, provided that (as defined A) any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in Subsection 3.5(ano event extend beyond the date referred to in clause (y) above) and (B) clause (x) above shall not apply to a Letter of Credit if such long-dated Letter of Credit is consented to by the applicable Issuing Lender (but with an expiration date of no longer than two years after the date of issuance, which shall in no event extend beyond the date referred to in clause (y) above)), as applicable. (db) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (e) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the any Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or any policies Law. (c) For the avoidance of doubt, the Letters of Credit outstanding immediately prior to giving effect to the Amendment and Restatement Effective Date shall continue to be outstanding hereunder immediately after giving effect to the Amendment and Restatement Effective Date. The Parent Borrower represents and warrants to the Administrative Agent, the Issuing Lender or (iiLenders and the Lenders that Schedule 3.1(c) in the case to this Agreement sets forth a true and complete listing of any Foreign L/C, it has determined that it cannot provide such Letter all Existing Letters of Credit in the applicable Alternative CurrencyCredit.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in subsection Section 3.4(a), agrees to issue trade and standby letters of credit ("“Letters of Credit"”) for the account of the Borrower and its specified Subsidiaries on any Business Day during from the Closing Date to but not including the Revolving Credit Commitment Period Termination Date in such form as may be approved from time to time by the such Issuing Lender; provided provided, however, that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (xa) the L/C Obligations would exceed the L/C Commitment or (b) the L/C Obligations on account of Letters of Credit denominated in an Alternative Currency would exceed the Alternative Currency L/C Commitment, (c) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of L/C Obligations would exceed the Revolving Credit Commitment or (yd) the Available Commitment with respect to Revolving Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding would be less than zero. (b) Each Domestic L/C Obligations in respect of trade Letters of Credit would exceed $400,000,000 or the L/C Obligations in respect of standby Letters of Credit would exceed $50,000,000. Each Letter of Credit shall (i) be denominated in (A) Dollars, if such Letter of Credit is a standby Letter of Credit, or (B) Dollars or an Alternative Currency, if such Letter of Credit is a trade Letter of Credit, (ii) be a Performance L/C trade or a Financial L/C standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter incurred in the ordinary course of credit for the purchase of goods and business, (iii) expire on a date no later than the fifth ten Business Day Days prior to the Revolving Credit Termination Date. (c) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iiiiv) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, of (x) such Letter of Credit or (y) the Reimbursement Amount (as defined in Subsection 3.5(a)), as applicable. (d) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (e) The . No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (ix) 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 Applicable Law or (y) any policies of Lender has defaulted in its obligation to fund Loans hereunder or is at such time a Defaulting Lender, unless the applicable Issuing Lender has entered into arrangements satisfactory to such Issuing Lender with the Borrower or (ii) in such Lender, including the case provision of any Foreign L/Csufficient cash collateral or other credit support acceptable to such Issuing Lender, it has determined that it cannot provide to eliminate such Letter of Credit in the applicable Alternative Currency.Issuing Lender’s actual or potential

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the Revolving Credit 364 Day Lenders set forth in subsection 3.4(a), agrees to issue letters of credit ("Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Credit 364 Day Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (x) the L/C Obligations would exceed the Revolving Credit Commitment 364 Day Commitments or (y) the Available Commitment with respect to Revolving Credit 364 Day Loans of all Revolving Credit 364 Day Lenders less the aggregate principal amount of the Swing Line Loans then outstanding would be less than zero. (b) Each Domestic L/C shall (i) be denominated in Dollars, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods and (iii) expire no later than the fifth Business Day prior to the Revolving 364 Day Termination Date. (c) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Revolving 364 Day Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, of (x) such Letter of Credit or (y) the Reimbursement Amount (as defined in Subsection 3.5(a)), as applicable. (d) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (e) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) 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 or any policies of the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide such Letter of Credit in the applicable Alternative Currency.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in subsection 3.4(a), Lender agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower (or, with the consent of the applicable Issuing Lender, any Group Member) on any Business Day during the Revolving Letter of Credit Commitment Availability Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the L/C Obligations Exposure would exceed an amount equal to the Total L/C Commitments at such time minus the General Letter of Credit Basket Utilization at such time, (ii) the Available Revolving Commitments would be less than zero at such time, or (iii) an Overadvance would exist at such time. Except as otherwise agreed by the Issuing Lender and the Administrative Agent in their sole discretion, each Letter of Credit Commitment or shall expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Available Commitment Letter of Credit Maturity Date, provided that (i) any Letter of Credit may provide for the renewal thereof for additional one-year periods (which, except as otherwise agreed by the Issuing Lender and the Administrative Agent in their sole discretion, shall in no event extend beyond the date referred to in clause (y) above) and (ii) in the event that the Issuing Lender and the Administrative Agent agree to issue a Letter of Credit with respect an expiration date that is after the Letter of Credit Maturity Date, such Letter of Credit shall be required to Revolving be Cash Collateralized on or prior to the Letter of Credit Loans of all Revolving Credit Lenders less the aggregate principal Maturity Date in an amount equal to 105% of the Swing Line Loans then outstanding would be less than zero. (b) Each Domestic L/C Exposure attributable to such Letter of Credit in accordance with Section 3.10. Each Letter of Credit shall (i) be denominated in Dollars, (ii) be a Performance L/C or a Financial L/C issued to support obligations or, in the sole discretion of the Borrower or Issuing Lender with respect to any particular Letter of its SubsidiariesCredit, contingent or otherwise, or be a commercial letter of credit for the purchase of goods and (iii) expire no later than the fifth Business Day prior to the Termination Date. (c) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Datealternative foreign currency. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the stated amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid Letter of Credit issued in an alternative currency shall be converted into Dollars from time to time by the Issuing Lender in connection with and upon any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, of (x) drawing under such Letter of Credit or (y) the Reimbursement Amount (as defined in Subsection 3.5(a)), as applicableCredit. (d) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (eb) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, by any applicable Requirement of Law Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any policies of law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (iiwhether or not having the force of law) in from any Governmental Authority with jurisdiction over the case Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of any Foreign L/C, it has determined that it cannot provide letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good fxxxx xxxxx material to it; (iii) subject to the provisions of Section 1.5 to the extent an LCA Election has been made with respect to any acquisition corresponding to the issuance of such Letter of Credit, the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable Alternative Currencyconditions contained in Section 5.2 shall not then be satisfied (which notice shall contain a description of any such condition asserted not to be satisfied); (iv) any requested Letter of Credit is not in form and substance reasonably acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $25,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in subsection Section 3.4(a), agrees to issue at the request of the Borrower letters of credit ("Letters each a “Letter of Credit"”) for the account of the Borrower any Group Member on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that (i) the Borrower shall not request, and no Issuing Lender shall have no obligation be required to issue issue, any Letter of Credit if, if after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies issued by such Issuing Lender plus (y) the outstanding amount of all Letters of Credit issued by such Issuing Lender other than those denominated in Optional Currencies would exceed such Issuing Lender’s L/C Commitment then in effect, (B) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the outstanding amount of all Letters of Credit other than those denominated in Optional Currencies would exceed the L/C Obligations would exceed Sublimit then in effect, or (C) the Revolving sum of (x) 105% of the Dollar Equivalent of Letters of Credit Commitment or denominated in Optional Currencies plus (y) the Available Commitment then Outstanding Amount of the Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the lesser of (A) the Total Commitments then in effect and (B) the Borrowing Base and (ii) the Borrower shall be a co-applicant, and jointly and severally liable with respect to Revolving to, each Letter of Credit Loans issued for the account of all Revolving any other Group Member. Each Letter of Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding would be less than zero. (b) Each Domestic L/C shall (ix) be denominated in DollarsDollars or, (ii) be a Performance L/C or a Financial L/C issued to support obligations of if agreed by the Borrower or applicable Issuing Lender, any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods Optional Currency and (iiiy) expire no later than the fifth Business Day 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. (c) Each Foreign L/C shall (i) be denominated Date then in an Alternative Currencyeffect; provided, (ii) be that any Letter of Credit with a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit one-year tenor may provide for the purchase 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 goods, and Credit issued by such Issuing Lender may have an expiration date that exceeds one year (iii) expire but in all events expires no later than the fifth Business Day thirty (30) days prior to the Termination Date. For purposes Date then in effect); provided that the Borrower shall not request the issuance of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, of (x) such Letter of Credit or (y) if the Reimbursement Amount (as defined in Subsection 3.5(a)), as applicableaggregate face amount of all such Letters of Credit outstanding on the date of such request and giving effect to the proposed issuance would exceed the Dollar Equivalent of $5,000,000. (db) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (e) The An Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) 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 or any policies of the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide such Letter of Credit in the applicable Alternative CurrencyLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue standby and sight commercial letters of credit ("the letters of credit issued pursuant to this Section 3, collectively, the “Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided provided, that the no Issuing Lender shall have no obligation to issue issue, amend, extend or renew any Letter of Credit if, after giving effect to such issuance, amendment, extension or renewal, (xi) the aggregate amount of L/C Obligations owed by the Borrower to any Issuing Lender shall exceed the amount of such Issuing Lender’s L/C Commitment (or such higher amount agreed upon in writing between the Borrower and such Issuing Lender), (ii) the L/C Obligations would exceed the Revolving Credit L/C Commitment (or, prior to the Full Availability Date, the Interim L/C Availability Amount) or (yiii) the Total Available Commitment with respect to Revolving Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding Commitments would be less than zero. (b) . Each Domestic L/C Letter of Credit shall (i) be denominated in DollarsDollars and, (ii) be a Performance L/C or a Financial L/C issued subject to support obligations the second paragraph of the Borrower or any of its SubsidiariesSection 3.2, contingent or otherwise, or be a commercial letter of credit for the purchase of goods and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the fifth Business Day prior to the Scheduled Termination Date. (cb) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, of (x) such Letter of Credit or (y) the Reimbursement Amount (as defined in Subsection 3.5(a)), as applicable. (d) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (e) The No Issuing Lender shall not at any time be obligated to issue issue, amend, extend or renew any Letter of Credit hereunder if such issuance, amendment, extension or renewal would (i) 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 Law, (ii) violate one or any more policies of the Issuing Lender applicable to letters of credit generally or (iiiii) in the case violate any order, judgment, or decree of any Foreign Governmental Authority that, by its terms, purports to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any law applicable to such Issuing Lender. No Issuing Lender shall be under any obligation to issue, amend, extend or renew any Letter of Credit that is not a standby Letter of Credit, unless otherwise agreed by such Issuing Lender. In the event there is a Defaulting Lender as of the date of any request for the issuance of a Letter of Credit, no Issuing Lender shall be required to issue or arrange for such Letter of Credit to the extent the Issuing Lender is not reasonably satisfied that the Defaulting Lender’s L/CC Obligations with respect to such Letter of Credit have been reallocated and/or Cash Collateralized pursuant to Section 2.18. (c) Unless otherwise specified herein, it has determined that it cannot provide the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that provides for one or more automatic increases in the applicable Alternative Currencystated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. (d) For all purposes of this Agreement, if on any date of determination, a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of any rule of law or uniform practices to which any Letter of Credit is subject (including Rule 3.13 and Rule 3.14 of the ISP) or similar terms in the Letter of Credit itself that permit a drawing to be made under such Letter of Credit after the expiration thereof, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

L/C Commitment. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letter of Credit which, from and after the Closing Date, shall constitute a Letter of Credit hereunder. Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letter of Credit, collectively, the "Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the L/C Obligations would exceed the Revolving Credit L/C Commitment or (yii) the Available Commitment with respect to Revolving Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding Available Revolving Credit Commitments would be less than zero. zero (b) Each Domestic it being understood and agreed that, for purposes of determining compliance with this clause (a), the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding L/C Obligations in respect of any Letters of Credit denominated in a Designated Foreign Currency on the date on which the Borrower has requested that the Issuing Lender issue a Letter of Credit). Each Letter of Credit shall (i) be denominated in Dollars, Dollars or a Designated Foreign Currency and (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods and (iii) expire no later than the fifth Business Day prior to the Termination Date. (c) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, earlier of (x) such Letter the first anniversary of Credit or its date of issuance and (y) the Reimbursement Amount (as defined in Subsection 3.5(a)), as applicable. (d) Each Letter of Credit shall be subject date which is five Business Days prior to the Uniform Customs and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (e) The Issuing Lender shall not at any time be obligated to issue Revolving Credit Termination Date; provided that any Letter of Credit hereunder if with a one-year term may provide for the renewal thereof for additional one-year periods (iwhich shall in no event extend beyond the date referred to in clause (y) 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 or any policies of the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide such Letter of Credit in the applicable Alternative Currencyabove).

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in subsection 3.4(a), agrees to issue letters of credit ("Letters of Credit") for the account of the Borrower on any Business Day during ----------------- the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the L/C Obligations would exceed the Revolving Credit L/C Commitment or (yii) the Available Commitment with respect to Revolving Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding ---- would be less than zero. (b) Each Domestic L/C Letter of Credit shall (i) be denominated in Dollars, (ii) be a Performance L/C or a Financial L/C standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods otherwise and (iii) expire no later than the earlier of (x) the date that is 12 months after the date of its issuance and (y) the fifth Business Day prior to the Revolving Loan Termination Date. ; provided that any Letter of Credit with an expiration date occurring up to twelve months after such Letter of Credit's date of issuance may be automatically renewable for subsequent 12-month periods (c) Each Foreign L/C shall (i) be denominated but in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no event later than the fifth Business Day prior to the Revolving Loan Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, of (x) such Letter of Credit or (y) the Reimbursement Amount (as defined in Subsection 3.5(a)), as applicable. (dc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (ed) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) 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 or any policies of the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide such Letter of Credit in the applicable Alternative CurrencyLender.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower Company or any Borrowing Subsidiary on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the aggregate L/C Obligations would exceed the Revolving total L/C Commitment then in effect, (ii) the L/C Obligations with respect to Letters of Credit Commitment issued by such Issuing Lender would exceed such Issuing Lender’s share of the total L/C Commitment, (iii) 105% of the Dollar Equivalent of the L/C Obligations attributable to Letters of Credit denominated in Alternate Currencies would exceed the L/C Alternate Currency Sublimit then in effect or (iv) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Alternate Currencies plus (y) the Available Commitment with respect to Revolving Credit Loans of all Revolving Credit Lenders less the aggregate principal amount Dollar Equivalent of the Swing Line Loans Revolving Extensions of Credit then outstanding other than Letters of Credit denominated in Alternate Currencies would be less than zero. (b) exceed the Available Revolving Commitments. Each Domestic L/C Letter of Credit shall (i) be denominated in Dollars, Canadian Dollars, Euro or British Pound Sterling, as the case may be, or, if agreed by the applicable Issuing Lender, any Alternate Currency and (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods and (iii) expire no later than the fifth Business Day prior to the Termination Date. (c) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, earlier of (x) such Letter the first anniversary of Credit or its date of issuance and (y) the Reimbursement Amount date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit may provide for the renewal thereof for additional periods of up to one year (as defined but in Subsection 3.5(ano event shall any such renewal extend beyond the date referred to in clause (y) immediately above)), as applicable. (db) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (e) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) 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 or any policies of the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide such Letter of Credit in the applicable Alternative CurrencyLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("the “Letters of Credit"”) for the account of the Borrower or any Subsidiary thereof on any Business Day during from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Commitment Period Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (xa) the L/C Obligations would exceed the Revolving Credit L/C Commitment or (yb) the Available Commitment with respect to Revolving Credit Loans of all Outstandings would exceed the Revolving Credit Lenders less the aggregate principal amount Commitment. Each Letter of the Swing Line Loans then outstanding would be less than zero. (b) Each Domestic L/C Credit shall (i) be denominated in Dollars, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods and (iii) expire no later than the fifth Business Day prior to the Termination Date. (c) Each Foreign L/C shall (i) be denominated in an Alternative Permitted Currency, (ii) be in a Performance L/C or a Financial L/C issued minimum amount of $100,000 (or, with respect to support obligations an Alternative Currency Letter of Credit, the amount of the Borrower Alternative Currency in which such Alternative Letter of Credit is to be denominated which is equivalent to $100,000 at the most favorable spot exchange rate determined by the Administrative Agent to be available to it at approximately 11:00 a.m. two (2) Business Days before such Alternative Currency Letter of Credit is to be issued or any of its Subsidiariesextended) (or such lesser amount as agreed to by the Issuing Lender), contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) if a standby Letter of Credit, expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to customary automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Revolving Credit Maturity Date, (iv) if a commercial Letter of (x) Credit, expire on a date no more than 180 days after the date of issuance of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Revolving Credit or Maturity Date and (yv) the Reimbursement Amount (as defined in Subsection 3.5(a)), as applicable. (d) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (e) . The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Law Credit shall also include extensions or modifications of any policies outstanding Letters of Credit, unless the context otherwise requires. As of the Issuing Lender or (ii) in Closing Date, the case of any Foreign L/C, it has determined that it cannot provide such Rollover Letter of Credit in shall constitute, for all purposes of this Agreement and the applicable Alternative Currencyother Loan Documents, a Letter of Credit issued and outstanding under this Agreement.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in each case in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrowers (or so long as the Parent Borrower is a co-applicant with respect to any such Letter of Credit any of its Restricted Subsidiaries (other than an Additional Borrower)) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the applicable Issuing Lender; provided that the no Issuing Lender shall have no an obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the L/C Obligations (including the Dollar Equivalent of any L/C Obligations outstanding in any currency other than Dollars) would exceed the Revolving Credit Commitment or L/C Commitments, (yii) the Available Commitment with L/C Obligations in respect to Revolving Credit Loans of all Revolving Letters of Credit Lenders less issued by such Issuing Lender would exceed such Issuing Lender’s L/C Commitment, (iii) the aggregate principal amount of the Swing Line Loans then outstanding Available Revolving Commitments would be less than zero. zero or (biv) Each Domestic with respect to Letters of Credit denominated in an L/C Foreign Currency, the aggregate Dollar Equivalent of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency would exceed the Foreign Currency Sublimit. Each Letter of Credit shall (i) be denominated in Dollars, (ii) be a Performance Dollars or another L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods Foreign Currency and (iiiii) expire no later than the fifth Business Day prior to the Termination Date. (c) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, earlier of (x) such Letter the first anniversary of Credit or its date of issuance and (y) the Reimbursement Amount date that is five Business Days prior to the Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (as defined which shall in Subsection 3.5(ano event extend beyond the date referred to in clause (y) above)), as applicable. (db) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (e) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the any Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or any policies Law. (c) For the avoidance of doubt, the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide such Letter Letters of Credit in outstanding immediately prior to giving effect to the applicable Alternative CurrencyClosing Date shall continue to be Letters of Credit outstanding hereunder immediately after giving effect to the Closing Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the Revolving Credit L/C Tranche Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit and bank guarantees ("Letters each a “Letter of Credit"”) under the L/C Tranche Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Credit Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderpurpose thereof; provided provided, that the (i) no Applicable Account Party shall request, and no Issuing Lender shall have no obligation be required to issue issue, any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender's L/C 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 L/C Obligations would exceed the Revolving Dollar Equivalent of Letters of Credit Commitment or denominated in Optional Currencies plus (y) the Available Commitment then Outstanding Amount of the Total L/C Tranche Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total L/C Tranche Commitments then in effect and (ii) the Company shall be jointly and severally liable with respect to Revolving each Letter of Credit Loans issued for the account of all Revolving an Applicable Account Party (other than the Company). Each Letter of Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding would be less than zero. (b) Each Domestic L/C shall (ix) be denominated in Dollars, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower Dollars or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods Optional Currency and (iiiy) expire no later than the fifth 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) five Business Day Days prior to the Termination Date. Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year or shorter tenor may (c1) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit provide for the purchase of goodssubsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (B), unless and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, of (x) extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) or (y2) continue past such date referred to in the Reimbursement Amount foregoing clause (as defined in Subsection 3.5(a))B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender. Any such Collateralization of a Letter of Credit provided by a Loan Party or Applicable Account Party, as applicable. (d) Each , with respect to a Letter of Credit Credit, together with accrued interest or earnings thereon, shall be subject to the Uniform Customs and, terminated and (to the extent not inconsistent therewith, Domestic applied to satisfy L/Cs C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall also be subject released to the laws of the State of New YorkLoan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor. (eb) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) 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 or any policies of the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide such Letter of Credit in the applicable Alternative CurrencyLaw.