Common use of L/C Commitment Clause in Contracts

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue Letters of Credit for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Obligations would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended), provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to, and shall not, issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai)(x) the L/C Obligations would exceed the L/C Commitment or (By) the aggregate stated amount of Letters of Credit issued by the Issuing Lender would exceed the Issuing Lender L/C Commitment Sublimit of the Issuing Lender, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero or (iiiii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment sum of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter Total Extensions of Credit shall be deemed to be a Letter plus the aggregate principal amount of Credit issued hereunder for outstanding Competitive Loans would exceed the account of the BorrowerTotal Commitments. Each Letter of Credit shall (iA) be denominated in Dollars and (iiB) expire no later than the earlier of (x) the first anniversary of its date of issuance unless otherwise consented to by the Issuing Lender and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Schedule 3.1 sets forth certain letters of credit issued under the Prior Credit Agreement. Subject to the satisfaction on the Closing Date of the conditions precedent set forth in Section 5.1, such letters of credit shall constitute, on and after the Closing Date, Letters of Credit and shall be subject to and benefit from this Agreement. (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) under the Revolving Commitment for the account of the Borrower or any Guarantor on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five three Business Days prior to the Revolving Termination Date (as it may be extendedunless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender), ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a2.26(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date, together with the Existing Letters of Credit Credit, collectively, the “Letters of Credit”) for the account of the Borrower on any Business Day during the period commencing on the Closing Date and ending 30 days prior to the Revolving Commitment Period Credit Termination Date in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit, and no Revolving Credit Lender shall have any obligations to participate in any Letter of Credit, if, (i) after giving effect to such issuanceissuance or participation, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero zero; provided, further, that in no event shall Barclays, RBC, Bank of America, Credit Suisse, Deutsche Bank AG New York Branch, Bank of Montreal, Citizens, TD Securities or (ii) such Rabobank, or any of their respective offices, branches or Affiliates, in each case to the extent that it is an Issuing Lender shall have received written notice from the Administrative Agent or the Borrowerhereunder, at least one Business Day prior be required to the requested date of issuance or amendment of the applicable issue any trade Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. Notwithstanding anything to the contrary contained in this Section 2.23 or elsewhere in this Agreement, in the event that a Revolving Credit Lender is a Defaulting Lender, the Issuing Lender shall not be required to issue any Letter of Credit unless such Defaulting Lender’s Revolving Credit Percentage of the L/C Obligations, after giving effect to the issuance of such Letter of Credit, may be reallocated among Non-Defaulting Lenders in accordance with Section 2.31(a)(iv) or, if such reallocation is not available in accordance with such Section, each Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit by all such Defaulting Lenders, which may include by cash collateralizing each such Defaulting Lender’s Pro Rata Percentage of each Letter of Credit issued while such Defaulting Lender remains a Defaulting Lender.

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, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a5.4(a), agrees to issue new letters of credit (“Letters of Credit 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 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 such Issuing Lender; provided that no such Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Utilized Revolving Commitments would be less greater than zero the Revolving Loan Commitments or (iiiii) the Utilized Revolving Commitments of such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower would exceed such Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower’s Sublimit. Each Letter of Credit shall (i) be denominated in Dollars and Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the applicable Issuing Lender) and expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Maturity Date; provided, provided that any Letter that, if one or more Letters of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender shall at any time be obligated 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 issue any Letter 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 at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ 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 ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such issuance would conflict withLetters 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 any such cash collateral, the application thereof or cause such reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Lawafter the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Lenders Banks set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) in dollars for the account of the Borrower Company on any Business Day during on and after the Revolving Effective Date and until the termination of the Commitment Period of the Issuing Bank in accordance with the terms hereof, in such form as may be approved from time to time by such the Issuing LenderBank; provided that Barclays Bank PLC shall have no obligation to issue commercial Letters of Credit hereunder; provided, further, that no Issuing Lender Bank shall issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the excess of the Total Commitment over the aggregate amount of Loans and L/C Obligations then outstanding would be less than zero; provided, further, that no Initial Issuing Bank shall at any time be obligated to issue any Letter of Credit if, after giving effect to such issuance, the sum of (x) the aggregate undrawn and unexpired amount of all then outstanding Letters of Credit issued by such Initial Issuing Bank and (y) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter drawings under Letters of Credit issued hereunder for the account of the Borrowerby such Initial Issuing Bank that have not then been reimbursed pursuant Section 3.5 would exceed $100,000,000. Each Letter of Credit shall (i) be denominated in Dollars dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving later of (A) the Original Termination Date and (B) if any Commitments are extended pursuant to Section 2.25, such extended termination date as it may be extended)determined pursuant to Section 2.25, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender Bank shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaws.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section subsection 3.4(a), agrees to issue letters of credit ("Letters of Credit 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 such the Issuing Lender; , provided that no the Issuing Lender shall not have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Scheduled Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit 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 such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, issuance (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments Availability would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (d) Letters of Credit issued under the Existing Credit Agreement which are outstanding on the Closing Date shall be deemed to be Letters of Credit issued under this Agreement on the Closing Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower and its Subsidiaries and with the Borrower as the applicant on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) its L/C Obligations would exceed its L/C Commitment, (ii) the aggregate amount of L/C Obligations would exceed the aggregate amount of L/C Commitment Commitments or (Biii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars or in any Designated Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.10(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower (or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be reasonably approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $50,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-periods not to exceed one year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a)3.4, agrees to issue letters of credit (the “Letters of Credit 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 such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the latest then applicable Revolving Termination Date (as it may be extended), Credit Maturity Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Unless the context shall otherwise require, on and after the Closing Date, Letters of Credit (as defined in and issued under the Existing Credit Agreement) shall be deemed Letters of Credit issued hereunder. (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit ("Letters of Credit Credit") for the account of either of the Borrower Borrowers or any other Loan Party on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Scheduled Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Letters of Credit shall only be issued hereunder to support the business of Regal and its Subsidiaries. (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit ("Letters of Credit 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 such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, issuance (Ai) the L/C Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iiiii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter Total Revolving Extensions of Credit shall be deemed to be a Letter of Credit issued hereunder for would exceed the account of the BorrowerBorrowing Base then in effect. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), Lender agrees to issue letters of credit (“Letters of Credit 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 Commitment Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations Exposure would exceed the Total L/C Commitment Commitments at such time or (B) the aggregate amount of the Available Revolving Commitments would be less than zero at such time, or (ii) an Overadvance would exist at such time. Except as otherwise agreed by the Issuing Lender shall have received written notice from and the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Datetheir sole discretion, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Letter of Credit Maturity Date, provided that (i) any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which 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 an expiration date that is after the Letter of Credit Maturity Date, such Letter of Credit shall be required to be Cash Collateralized on or prior to the Letter of Credit Maturity Date in an amount equal to 105% of the L/C Exposure attributable to such Letter of Credit in accordance with Section 3.10. Each Letter of Credit shall be denominated in Dollars, or, in the sole discretion of the Issuing Lender with respect to any particular Letter of Credit, an alternative foreign currency. For purposes of this Agreement, the stated amount of any Letter of Credit issued in an alternative currency shall be converted into Dollars from time to time by the Issuing Lender and upon any drawing under such Letter of Credit. (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if if: (i) such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, by any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good f▇▇▇▇ ▇▇▇▇▇ 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 conditions 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, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a5.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the a Borrower on any Business Day during from the Revolving 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 such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Utilized Revolving Commitments would be less greater than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerRevolving Loan Commitments. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement requirement of Lawlaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit and, to the extent available from such Issuing Lender, commercial letters of credit (collectively, the “Letters of Credit 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 such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Pursuant to the Existing Credit Agreement, the Issuing Lenders specified on Schedule 1.1C have issued the letters of credit described on Schedule 1.1C (the "Existing Letters of Credit"), which from and after the Closing Date shall continue to be "Letters of Credit" hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (together with the Existing Letters of Credit Credit, the "Letters of Credit") for the account of the Borrower Company on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that (i) no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Obligations would exceed the L/C Commitment or (B) the aggregate amount Total Revolving Extensions of Credit would exceed the Available Revolving Credit Commitments would be less than zero or of all Lenders and (ii) such no Issuing Lender shall issue any Letter of Credit unless it shall have received written notice from the General Administrative Agent or that the Borrower, at least one Business Day prior to the requested date issuance of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing such Letter of Credit shall be deemed to be a Letter will not violate the foregoing clause (i) of Credit issued hereunder for the account of the Borrowerthis proviso. Each Letter of Credit shall (i) be denominated in U.S. Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in the foregoing clause (y) aboveof this proviso). (b) No Issuing Lender shall at any time be obligated to issue any Each Letter of Credit if such issuance would conflict withshall be subject to the Uniform Customs and, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed bythe extent not inconsistent therewith, any applicable Requirement the laws of Lawthe State of New York.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other US$ Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the US$ Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no such Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available US$ Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $250,000 (unless otherwise agreed by such Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.10(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) if, after giving effect to such issuance, (Ax) the L/C Obligations would exceed the L/C Commitment or (By) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from until the Administrative Agent or date that is 30 days after the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCertain Funds Period. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $50,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit Credit”) for the account of the Borrower or the Subsidiaries listed on Schedule 3.1 (as such schedule may be updated from time to time to the satisfaction of the Issuing Lender), and to amend or extend Letters of Credit previously issued by it, on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment Commitment, (ii) the L/C Obligations in respect of Letters of Credit issued by the Issuing Lender would exceed the Issuing Lender’s L/C Sublimit or (Biii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above); provided further, that in the event any such Letter of Credit is renewed beyond the date referred to in clause (y) above, such Letter of Credit shall be cash collateralized or otherwise credit supported to the reasonable satisfaction of the Administrative Agent and the Issuing Lender on or prior to the date that is five Business Days prior to the Revolving Termination Date. (ba) No The Issuing Lender shall not at any time be obligated to issue or amend any Letter of Credit if such issuance or amendment would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (b) If the maturity date in respect of any tranche of Revolving Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Commitments in respect of which the maturity date shall not have occurred are then in effect, (x) the outstanding Revolving Loans shall be repaid pursuant to Section 2.10 on such maturity date in an amount sufficient to permit the reallocation of the L/C Obligations relating to the outstanding Letters of Credit contemplated by clause (y) below and (y) such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make payments in respect thereof pursuant to Section 3.4) under (and ratably participated in by Lenders pursuant to) the Revolving Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the Revolving Commitments in respect of such non-terminating tranches at such time (it being understood that (A) the participations therein of Revolving Lenders under the maturing tranche shall be correspondingly released and (B) no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately preceding clause (i), but without limiting the obligations with respect thereto, the Borrower shall cash collateralize any such Letter of Credit in a manner reasonably satisfactory to the Administrative Agent and the Issuing Lender. If, for any reason, such cash collateral is not provided or the reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit; provided that, notwithstanding anything to the contrary contained herein, upon any subsequent repayment of the Revolving Loans, the reallocation set forth in clause (i) shall automatically and concurrently occur to the extent of such repayment (it being understood that no partial face amount of any Letter of Credit may be so reallocated). Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a maturity date with respect to a given tranche of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Commitments, the sublimit for Letters of Credit under any tranche of Revolving Commitments that has not so then matured shall be as agreed with such Revolving Lenders; provided that in no event shall such sublimit be less than the sum of (x) the L/C Obligations of the Revolving Lenders under such extended tranche immediately prior to such maturity date and (y) the face amount of the Letters of Credit reallocated to such tranche of Revolving Commitments pursuant to clause (i) above (assuming Revolving Loans are repaid in accordance with clause (i)(x)). (c) The Rollover Letters of Credit shall, as of and after the Closing Date, be deemed issued and outstanding pursuant to, and shall constitute “Letters of Credit” for all purposes of, this Agreement; provided that the Rollover Letters of Credit shall not be extended unless agreed by the applicable Issuing Lender.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to, and shall not, issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (iiiii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment sum of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter Total Extensions of Credit shall be deemed to be a Letter plus the aggregate principal amount of Credit issued hereunder for outstanding Competitive Loans would exceed the account of the BorrowerTotal Commitments. Each Letter of Credit shall (iA) be denominated in Dollars and (iiB) expire no later than the earlier of (x) the first anniversary of its date of issuance unless otherwise consented to by the Issuing Lender and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Schedule 3.1 sets forth certain letters of credit issued under the Prior Credit Agreement. Subject to the satisfaction on the Closing Date of the conditions precedent set forth in Section 5.1, such letters of credit shall constitute, on and after the Closing Date, Letters of Credit and shall be subject to and benefit from this Agreement. (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a)3.4, agrees to issue letters of credit (the “Letters of Credit 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 such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the latest then applicable Revolving Credit Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Unless the context shall otherwise require, on and after the Restatement Effective Date, Letters of Credit (as defined in and issued under the Existing Credit Agreement) shall be deemed Letters of Credit issued hereunder. (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the relevant Borrower on any Business Day during before the Revolving Commitment Period fifth Business Day prior to the Termination Date in such form as may be approved from time to time by such the relevant Issuing Lender; provided that no such Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or Commitment, (ii) such Issuing Lender shall have received written notice from the Administrative Agent Total Revolving Extensions of Credit would exceed the Total Revolving Commitments or (iii) the Total Revolving Extensions of Credit to the Canadian Borrower would exceed US$150,000,000 or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCanadian Dollar Equivalent. Each Letter of Credit shall (i) be denominated denominated, at the relevant Borrower’s option, in US Dollars or Canadian Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No An Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the any Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars or an Optional Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars or another Acceptable Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date; provided that (1) any Letter of Credit may have an expiry date later than the date referred to in clause (y) above if no later than the 30th day prior to the Revolving Termination Date (as it may be extendedor for any Letters of Credit issued after such date, the date of issuance), provided that the Borrower shall deposit in a cash collateral account opened by the Administrative Agent an amount equal to 105% of the aggregate then undrawn and unexpired amount of such Letters of Credit and (2) any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) aboveabove (or, as long as the requirements under clause (1) are satisfied, the first anniversary of the Revolving Termination Date)). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) The parties hereto agree that the Existing Letters of Credit will automatically, without any further action on the part of any Person, be deemed to be Letters of Credit hereunder issued hereunder on the Closing Date for the account of the Borrower. Without limiting the foregoing (i) each such Existing Letter of Credit shall be included in the calculation of the L/C Obligations, (ii) all liabilities of the Borrower and the other Loan Parties with respect to such Existing Letters of Credit shall constitute Obligations and (iii) each Lender shall have reimbursement obligations with respect to such Existing Letters of Credit as provided in Section 3.4.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall not issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment Commitment, (ii) the Total Revolving Extensions of Credit would exceed the Line Cap, subject to the authority of the Administrative Agent, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.3 or (Biii) the aggregate amount number of the Available Revolving Commitments individual Letters of Credit outstanding at any time would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter exceed 20 Letters of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance (or such longer period as agreed to by the applicable Issuing Lender in its sole discretion) and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if the issuance of such issuance Letter of Credit would (i) violate one or more policies of the Issuing Lender applicable to letters of credit generally or (ii) conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) The parties hereto agree that the Existing Letters of Credit shall be deemed to be Letters of Credit for all purposes under this Agreement, without any further action by the Borrower, the Issuing Lender or any other Person.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in Section subsection 3.4(a), agrees to issue letters of credit ("Letters of Credit Credit") for the account of the Borrower Company on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing LenderBank; provided that no neither Issuing Lender Bank shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or zero. (iib) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Each Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) shall expire no later than the earlier of (xi) the first anniversary of 365 days after its date of issuance and (yii) the date that is five Business Days prior to the Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the an annual renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (yii) above)) if such renewal is consented to by the applicable Issuing Bank and all conditions precedent to the issuance of Letters of Credit are met at the time of such renewal. (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (d) No Issuing Lender Bank shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender Bank or any L/C Participant Participating Bank to exceed any limits imposed by, any applicable Requirement of Law. (e) The letters of credit listed on Schedule IV shall be deemed to be Letters of Credit issued under this Agreement on the Closing Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit ("Letters of Credit 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 such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Scheduled Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall not issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount Total Revolving Extensions of Credit would exceed the lesser of the Available Revolving Total Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from and the Borrowing Limit, subject to the authority of the Administrative Agent or the BorrowerAgent, at least one Business Day prior in its sole discretion, to make Protective Advances pursuant to the requested date terms of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower2.3. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) The parties hereto agree that the Existing Letters of Credit shall be deemed to be Letters of Credit for all purposes under this Agreement, without any further action by the Borrower, the Issuing Lender or any other Person.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit Credit”) for the account of the Borrower or the Subsidiaries listed on Schedule 3.1 (as such schedule may be updated from time to time to the satisfaction of the Issuing Lender), and to amend or extend Letters of Credit previously issued by it, on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above); provided further, that in the event any such Letter of Credit is renewed beyond the date referred to in clause (y) above, such Letter of Credit shall be cash collateralized or otherwise credit supported to the reasonable satisfaction of the Administrative Agent and the Issuing Lender on or prior to the date that is five Business Days prior to the Revolving Termination Date. (b) No The Issuing Lender shall not at any time be obligated to issue or amend any Letter of Credit if such issuance or amendment would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) If the maturity date in respect of any tranche of Revolving Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Commitments in respect of which the maturity date shall not have occurred are then in effect, (x) the outstanding Revolving Loans shall be repaid pursuant to Section 2.10 on such maturity date in an amount sufficient to permit the reallocation of the L/C Obligations relating to the outstanding Letters of Credit contemplated by clause (y) below and (y) such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make payments in respect thereof pursuant to Section 3.4) under (and ratably participated in by Lenders pursuant to) the Revolving Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the Revolving Commitments in respect of such non-terminating tranches at such time (it being understood that (A) the participations therein of Revolving Lenders under the maturing tranche shall be correspondingly released and (B) no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately preceding clause (i), but without limiting the obligations with respect thereto, the Borrower shall cash collateralize any such Letter of Credit in a manner reasonably satisfactory to the Administrative Agent and the Issuing Bank. If, for any reason, such cash collateral is not provided or the reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit; provided that, notwithstanding anything to the contrary contained herein, upon any subsequent repayment of the Revolving Loans, the reallocation set forth in clause (i) shall automatically and concurrently occur to the extent of such repayment (it being understood that no partial face amount of any Letter of Credit may be so reallocated). Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a maturity date with respect to a given tranche of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Commitments, the sublimit for Letters of Credit under any tranche of Revolving Commitments that has not so then matured shall be as agreed with such Revolving Lenders; provided that in no event shall such sublimit be less than the sum of (x) the L/C Obligations of the Revolving Lenders under such extended tranche immediately prior to such maturity date and (y) the face amount of the Letters of Credit reallocated to such tranche of Revolving Commitments pursuant to clause (i) above (assuming Revolving Loans are repaid in accordance with clause (i)(x)). (d) The Rollover Letters of Credit shall, as of and after the Closing Date, be deemed issued and outstanding pursuant to, and shall constitute “Letters of Credit” for all purposes of, this Agreement; provided that the Rollover Letters of Credit shall not be extended unless agreed by the applicable Issuing Bank.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby and commercial Letters of Credit for the account of the Borrower on any Business Day during from the Closing Date through but not including the Revolving Commitment Period Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Obligations would exceed the L/C Commitment or (Bb) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitment. Each Letter of Credit shall (i) be denominated in Dollars and in a minimum amount of $100,000, (ii) be a standby or commercial letter of credit issued to support obligations of the Credit Parties and their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no later than the earlier of (xA) five (5) Business Days prior to the first anniversary of Revolving Credit Maturity Date and (B) one year after its date of issuance and (yiv) the date that is five Business Days prior be subject to the Revolving Termination Date (Uniform Customs and/or ISP98, as it may be extended), provided that any set forth in the Letter of Credit with a one-year term may provide for Application or as determined by the renewal thereof for additional one-year periods (which shall in no event extend beyond Issuing Lender and, to the date referred to in clause (y) above). (b) No extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such 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 LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit 1 Lenders set forth in Section 3.4(a), agrees to issue standby and, if agreed to by the applicable Issuing Lender, commercial letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Letter of Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit 1 Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date which is one year after the date of issuance and (y) the date that which is five Business Days prior to the Scheduled Revolving Credit 1 Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal extension of the expiry date thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause subsection (y) above). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject After the Syndication Date, subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue Letters letters of Credit 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 such the Issuing Lender; provided PROVIDED that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Scheduled Revolving Credit Termination Date (as it may be extended)Date, provided PROVIDED that any Letter of Credit with a one-year 41 term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.10(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved agreed from time to time by such between the Issuing LenderLender and Borrower; provided that no the Issuing Lender shall not issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Obligations would exceed the L/C Commitment or Commitment, (Bii) after giving effect to such issuance, the aggregate amount of the Available Revolving Commitments would be less than zero zero, or (iiiii) such Issuing Lender shall have it has received written notice from the Administrative Agent of any existing Default or the Borrower, at least one Business Day prior to the requested date Event of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerDefault. Each Letter of Credit shall (i) be denominated in Dollars Dollars, and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) unless cash collateralized in an account at the Issuing Bank, the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each -------------- the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit ("Letters of Credit 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 such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 3.4(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower Master Issuer or its designee on any Business Day during the Revolving period commencing on the Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that the L/C Provider shall have no Issuing Lender shall issue obligation or right to provide any Letter of Credit on a requested issuance date if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of Series 2021-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerSeries 2021-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Master Issuer and the L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Revolving Commitment Termination Date (as it may be extendedthe “Required Expiration Date”), ; provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date referred (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, further, that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in clause accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (y) above). such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (b1) No Issuing Lender name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and (B) the Control Party, as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause such Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any applicable Requirement of LawLaw or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2021-1 Class A-1 L/C Note, which the Master Issuer shall deliver to the L/C Provider on the Closing Date; provided that, if such Series 2021-1 Class A-1 L/C Note is an Uncertificated Note, the Trustee shall instead register it as described in Section 4.1(e) of the Series 2021-1 Supplement. Such Series 2021-1 Class A-1 L/C Note shall be dated the Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2021-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (unless it is an Uncertificated Note) shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2021-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2021-1 Class A-1 L/C Note and shall be deemed to be Series 2021-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2021-1 Supplement, the outstanding principal amount evidenced by the Series 2021-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2021-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2021-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2021-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2021-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2021-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2021-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2021-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts; provided, further, that prior to any increase in the Swingline Commitment, the Master Issuer and the Trustee will enter into an amendment to the Series 2021-1 Supplement permitting such L/C Commitment. (g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the L/C Provider or a Person selected by (at the expense of the L/C Provider) the Master Issuer shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Master Issuer being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “P-2” from ▇▇▇▇▇’▇ and “A-2” from S&P and (ii) a long-term unsecured debt rating of not less than “Baa2” from ▇▇▇▇▇’▇ or “BBB” from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary of such proposed Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) unless otherwise agreed by the Administrative Agent and the relevant Issuing Lender, have a face amount of at least $5,000 and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). It is understood that the letters of credit listed on Schedule 3.1 shall constitute “Letters of Credit” for the purposes of this Agreement and shall be deemed to have been issued under this Agreement. (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower, or for the joint and several account of the Borrower and any Subsidiary, on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five three Business Days prior to the Revolving Credit Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, with any applicable Requirement of Law.

L/C Commitment. (a) Subject to Section 2.1.3(b) and Section 2.3.1, the Issuing Lender agrees to issue letters of credit, in each case containing such terms and conditions hereofas are permitted by this Agreement and are reasonably satisfactory to the Issuing Lender (each, each Issuing Lender, in reliance on the agreements a “Letter of the other Lenders set forth in Section 3.4(aCredit”), agrees to issue Letters at the request of Credit and for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved Company from time to time by before the scheduled Termination Date and, as more fully set forth in Section 2.3.2, each Lender agrees to purchase a participation in each such Issuing LenderLetter of Credit; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Obligations would shall not at any time exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or $30,000,000, (ii) such the Revolving Outstandings shall not at any time exceed Revolving Loan Availability and (iii) the Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended), provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender shall at any time be obligated required to issue any Letter of Credit if such issuance would conflict with, at any time that a Defaulting Lender exists unless and until either (a) a New Lender has replaced the Defaulting Lender in accordance with Section 15.1.2 or cause such (b) the Company has made arrangements satisfactory to the Issuing Lender or to eliminate any risk to the Issuing Lender from all Defaulting Lenders, including, without limitation, by cash collateralizing the Defaulting Lenders’ Pro Rata Share of all outstanding L/C Participant to exceed Obligations. (b) The Issuing Lender shall not issue any limits imposed byLetter of Credit, any applicable Requirement if (i) the expiry date of Lawsuch requested Letter of Credit would occur more than twelve months after the date of issuance, unless the Required Lenders have approved such expiry date, or (ii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.07(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a minimum face amount agreed by the Borrower and the Issuing Lender and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)applicable Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). The letters of credit described in Schedule 3.04 which are outstanding as of the date hereof shall be deemed to be issued by the Issuing Lender under this Agreement as of the Closing Date and shall be a Letter of Credit for all purposes hereof (other than Section 3.05) and the other Loan Documents, including, without limitation, for purposes of Sections 3.06 through 3.11. (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit 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 such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each -------------- the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit ("Letters ------- of Credit 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 such the Issuing Lender; provided that no the Issuing Lender shall have no -------- obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Scheduled Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a -------- one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a)0, agrees to issue letters of credit ("Letters of Credit Credit") for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount Available Commitment of the Available Revolving Commitments any Lender would be less than zero or zero. (iib) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) shall be denominated in Dollars and Dollars, (ii) shall be a standby letter of credit issued to support obligations of the Borrower and its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business and (iii) shall expire no later than the earlier of (x) the first anniversary of its the date of issuance and (y) thereof or the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)or, provided that in the case of any Letter of Credit with automatic renewal or evergreen provisions, shall have a one-year term may provide for final expiration date no later than the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) aboveTermination Date). (bc) No Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (d) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue Letters standby and documentary letters of Credit credit ("LETTERS OF CREDIT") for the account of the Borrower and, if applicable, CBI Distributing Corp. on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided PROVIDED that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided PROVIDED that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). The Continuing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement on the Closing Date (to the extent such Continuing Letters of Credit have not been fully drawn or have not expired or been terminated as of the Closing Date) and shall be Letters of Credit for all purposes hereof and the other Loan Documents. (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue Letters letters of Credit 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 such the Issuing Lender; provided PROVIDED that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, issuance (Ai) the L/C Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iiiii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter Total Revolving Extensions of Credit shall be deemed to be a Letter of Credit issued hereunder for would exceed the account of the BorrowerBorrowing Base then in effect. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended)Date, provided PROVIDED that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during from the Closing Date through but not including the thirty-fifth day prior to the Revolving Commitment Period Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Obligations would exceed the L/C Commitment or (Bb) the aggregate amount of all Revolving Credit Obligations would exceed the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitment. Each Letter of Credit shall (i) be denominated in Dollars and in a minimum amount of $1,000,000, or in such other amount as agreed to by the Issuing Lender, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than one (1) year from the issuance thereof, which date shall be no later than the earlier of thirty (x30) the first anniversary of its date of issuance and (y) the date that is five Business Days days prior to the Revolving Termination Credit Maturity Date and (as it may iv) be extended)subject to ISP and, provided that any Letter to the extent not inconsistent therewith, the laws of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such 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 LawCredit shall also include extensions or modifications of any Replacement Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing L/C Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing L/C Lender; provided provided, that no the Issuing L/C Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter any Lender’s Revolving Extensions of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerwould exceed such Lender’s Commitment. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date; provided, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), and subject to the provisions relating to Extended Commitments in Section 2.25. (b) No The Issuing L/C Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such the Issuing L/C Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(asubsection 5.4(a), agrees to issue letters of credit ("Letters of Credit Credit") for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iiiii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment Dollar Equivalent of the applicable Letter aggregate outstanding principal amount of CreditMulticurrency Loans, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter Local Currency Loans and L/C Obligations attributable to Letters of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerdenominated in any currency other than Dollars would exceed $250,000,000. Each Letter of Credit shall (i) be denominated in Dollars 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, $125,000,000), (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended), provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)Date. (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) Letters of Credit, if any, issued under the Existing 364-Day Credit Facility and outstanding on the Closing Date shall be deemed to be issued under this Agreement on the Closing Date.

L/C Commitment. (a) Pursuant to the Existing Credit Agreement, the Issuing Lenders specified on Schedule 1.1C have issued the letters of credit described on Schedule 1.1C (the "EXISTING LETTERS OF CREDIT"), which from and after the Closing Date shall continue to be "Letters of Credit" hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (together with the Existing Letters of Credit Credit, the "LETTERS OF CREDIT") for the account of the Borrower Company on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided PROVIDED that (i) no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Obligations would exceed the L/C Commitment or (B) the aggregate amount Total Revolving Extensions of Credit would exceed the Available Revolving Credit Commitments would be less than zero or of all Lenders and (ii) such no Issuing Lender shall issue any Letter of Credit unless it shall have received written notice from the General Administrative Agent or that the Borrower, at least one Business Day prior to the requested date issuance of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing such Letter of Credit shall be deemed to be a Letter will not violate the foregoing clause (i) of Credit issued hereunder for the account of the Borrowerthis proviso. Each Letter of Credit shall (i) be denominated in U.S. Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended)Date, provided PROVIDED that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in the foregoing clause (y) aboveof this proviso). (b) No Issuing Lender shall at any time be obligated to issue any Each Letter of Credit if such issuance would conflict withshall be subject to the Uniform Customs and, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed bythe extent not inconsistent therewith, any applicable Requirement the laws of Lawthe State of New York.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit ("Letters of Credit 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 such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Scheduled Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), and provided, further, that the Undrawn L/C Obligations in respect of each Letter of Credit which expires after the last day of the Revolving Credit Commitment Period shall be Fully Secured from and after such day. (b) No Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Prior to the Original Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Original Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Original Closing Date pursuant to this Section 3, together with the Existing Letters of Credit 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 such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extendedunless in the case of this clause (y), the Borrower fully cash collateralizes such Letter of Credit in a manner satisfactory to such Issuing Lender and the Administrative Agent, in which case the expiration date of such Letter of Credit shall be no later than 364 days after the Revolving Credit Termination Date); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing LenderBank, in reliance on the agreements of the other L/C Lenders set forth in Section 3.4(a3.04(a), agrees to issue Letters of Credit for the account of the any Borrower (on behalf of such Borrower or on behalf of any other Group Member) on any Business Day during the Revolving Commitment Period period from the Effective Date until the date that is thirty (30) days prior to the L/C Termination Date in such form as may be approved from time to time by such the Issuing LenderBank; provided that no the Issuing Lender Bank shall not have any obligation to issue any Letter of Credit if, if (i) such Letter of Credit is not a replacement Letter of Credit to which the Required L/C Lenders have provided their consent in accordance with clause (iii) or (iv) of the definition of L/C Commitment, or (ii) after giving effect to such issuance, (Ax) the Issuer Exposure would exceed the lesser of (1) the aggregate L/C Obligations would exceed the Commitments of all L/C Commitment Lenders and (2) the Facility Cap, or (By) the aggregate amount of in the Available Revolving Commitments Lender Cash Collateral Accounts would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment 102% of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Issuer Exposure. (b) Each Letter of Credit shall (i) be denominated in Dollars or any other lawful foreign currency which is approved in writing on a case by case basis by the Issuing Bank, the Required L/C Lenders and the Agent in their sole and absolute discretion and (ii) expire no later than the earlier of (x) one year following the first anniversary of its date of issuance and (y) of such Letter of Credit; provided that, in the date that is five Business Days prior to the Revolving Termination Date (as it may be extended), provided event that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond is outstanding on the date referred that is thirty (30) days prior to in clause the L/C Termination Date, the Borrowers shall on or before such date, Cash Collateralize an amount equal to 102% of the L/C Obligations with respect to all such Letters of Credit pursuant to Section 3.11. and the L/C Termination Date (yit being understood that a Letter of Credit shall not be deemed to expire later than the earlier of one year following the date of issuance or the L/C Termination Date solely due to the inclusion of an auto-renewal provision meeting the requirements of Section 3.01(e) abovebelow). Each Application and each Letter of Credit shall be subject to either the International Standby Practices (ISP 98) of the International Chamber of Commerce or the UCP, and, to the extent not inconsistent therewith, the laws of the State of New York. (bc) No The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause such the Issuing Lender Bank or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law, (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) such issuance would violate one or more policies of the Issuing Bank applicable to letters of credit generally; (iv) the conditions precedent to each issuance of a Letter of Credit set forth in Section 4.02 have not been satisfied; (v) at the time of such issuance (x) the Cash Collateral Agreement shall have ceased for any reason to be in full force and effect or (y) any L/C Lender or Loan Party shall so state in writing or (z) any Lien created by the Cash Collateral Agreement shall cease to be enforceable and of the same effect and priority purported to be created thereby; or (vi) at the time of such proposed L/C Extension there has been a drawing on any Letter of Credit outstanding hereunder for which the Borrowers have not made all payments required to be made by the Borrowers under Section 3.05. (d) Unless previously terminated, the L/C Commitments of each L/C Lender shall terminate and be reduced to zero on the L/C Termination Date. (e) Notwithstanding Section 3.01(c): (i) the Issuing Bank shall not, other than with the written consent of the Required L/C Lenders, issue any Letter of Credit if such Letter of Credit contains any provisions for automatic reinstatement of all or any portion of the stated amount thereof after any drawing thereunder or after the expiry date of such Letter of Credit; (ii) the Issuing Bank shall not issue a Letter of Credit which includes a provision whereby such Letter of Credit shall be renewed or extended automatically for additional consecutive periods unless (x) the Required L/C Lenders have provided their written consent, (y), pursuant to the terms of the Letter of Credit, the Issuing Bank may notify the beneficiary thereof within the time period specified in such Letter of Credit (which notification shall not exceed ninety (90be delivered at least sixty (60) days prior to the then-applicable expiration date), or, if no such time period is specified, at least thirty (30) days prior to the then-applicable expiration date, that such Letter of Credit will not be renewed or extended, and (z). Following (but not before) the earlier of (i) the occurrence and continuance of an Event of Default and (ii) October 13, 2018, the Issuing Bank shall make such notification to the beneficiary as described in clause (y) abovethe prior sentence promptly upon request by the Required L/C Lenders.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit ("Letters of Credit Credit") for the account of the Borrower on any Business Day during from the Revolving Commitment Period Closing Date through but not including the Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Obligations would exceed the lesser of (i) the L/C Commitment or (Bii) the Aggregate Commitment less the sum of the Dollar Amount of the aggregate principal amount of all other Extensions of Credit or (b) the Available Revolving Commitments Commitment of any Lender would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and Dollars, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, (iii) expire no later than one (1) year from the earlier of (x) the first anniversary of its date of issuance and thereof; provided, that in no case shall such expiration date be later than five (y5) the date that is five Business Days prior to the Revolving Termination Date Date, and (as it may iv) be extended)subject to the laws of the State of North Carolina and, provided that any Letter to the extent not inconsistent therewith, the Uniform Customs. References herein to "issue" and derivations thereof with respect to Letters of Credit with a one-year term may provide for shall also include extensions or modifications of any existing Letters of Credit, unless the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)context otherwise requires. (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each -------------- the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit ("Letters of Credit Credit") for ----------------- the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of -------- Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five thirty Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter -------- of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit ("Letters of Credit Credit") for the account of the Borrower on any Business Day during from the Closing Date through but not including the Revolving Commitment Period Credit Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Obligations would exceed the L/C Commitment or (Bb) the aggregate principal amount of the Available Revolving Commitments Credit Loans and L/C Obligations then outstanding would be less than zero or exceed the Revolving Credit Commitment of all Lenders. (iib) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and in a minimum amount of $50,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (x) the first anniversary of its date of issuance Revolving Credit Termination Date and (yiv) the date that is five Business Days prior be subject to the Revolving Termination Date (as it may be extended)Uniform Customs and, provided that any Letter to the extent not inconsistent therewith, the laws of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No State of North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such 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 LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a3.04(a), agrees to issue letters of credit (together with the letters of credit described in Section 3.09, “Letters of Credit Credit”) for the account of the Borrower on any Business Day during until the Revolving Commitment Period date that is five Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to (and no Issuing Lender shall knowingly) issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Commitments outstanding Loans and L/C Obligations would be less than zero exceed the Total Commitment or (iiiii) the Revolving Credit Exposure of any Lender would exceed such Lender’s Commitment hereunder. If the relevant Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be issues a Letter of Credit issued hereunder for at a time when such issuance is prohibited by the account immediately preceding sentence, no Lender shall have any obligation to participate in such Letter of the BorrowerCredit. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $5,000,000 (unless otherwise agreed by the relevant Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended), provided that any Maturity Date. Any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (yiii) immediately above). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit ("Letters of Credit Credit") for the account of the Borrower or any Restricted Subsidiary on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) Each Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Issuer, in reliance on the agreements of the other Lenders set forth in Section 3.4(a3.3(a), agrees to issue Letters of Credit L/Cs (“L/Cs”) for the account of the Borrower DW Animation on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lenderthe L/C Issuer; provided that the L/C Issuer shall have no Issuing Lender shall obligation to issue any Letter of Credit L/C if, (i) after giving effect to such issuance, (A) the sum of the L/C Obligations would exceed the L/C Commitment or Commitment. Each L/C (Bi) the aggregate amount of the Available Revolving Commitments would shall be less than zero or denominated in Dollars, (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) subject to Section 2.19, the first anniversary of its date of issuance fifth Business Day prior to the Scheduled Termination Date and (y) the first anniversary of the date that is five Business Days prior to the Revolving Termination Date (as it may be extended), of issuance thereof; provided that any Letter of Credit L/C with a one-year term tenor may provide for the renewal thereof for additional one-year periods (which shall periods, and provided, further, that in no event shall such L/C extend beyond the date referred that is the fifth Business Day prior to the Scheduled Termination Date and (iii) unless otherwise agreed by the L/C Issuer in clause (y) above)its sole discretion, shall be in a face amount of at least $1,000,000. Notwithstanding the foregoing, effective on the Restatement Effective Date, the letters of credit described on Schedule 3.1 shall automatically be deemed to be L/Cs hereunder. (b) No Issuing Lender The L/C Issuer shall not at any time be obligated to issue any Letter of Credit L/C hereunder if such issuance would conflict with, or cause such Issuing Lender the L/C Issuer or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section subsection 3.4(a), agrees to issue letters of credit ("Letters of Credit Credit") for the account of the Borrower or any Subsidiary on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; , provided that no the Issuing Lender shall not have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Scheduled Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit Credit”) for the account of the Borrower or the Subsidiaries listed on Schedule 3.1 (as such schedule may be updated from time to time to the satisfaction of the Issuing Lender), and to amend or extend Letters of Credit previously issued by it, on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above); provided further, that in the event any such Letter of Credit is renewed beyond the date referred to in clause (y) above, such Letter of Credit shall be cash collateralized or otherwise credit supported to the reasonable satisfaction of the Administrative Agent and the Issuing Lender on or prior to the date that is five Business Days prior to the Revolving Termination Date. (b) No The Issuing Lender shall not at any time be obligated to issue or amend any Letter of Credit if such issuance or amendment would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) If the maturity date in respect of any tranche of Revolving Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Commitments in respect of which the maturity date shall not have occurred are then in effect, (x) the outstanding Revolving Loans shall be repaid pursuant to Section 2.10 on such maturity date in an amount sufficient to permit the reallocation of the L/C Obligations relating to the outstanding Letters of Credit contemplated by clause (y) below and (y) such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make payments in respect thereof pursuant to Section 3.4) under (and ratably participated in by Lenders pursuant to) the Revolving Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the Revolving Commitments in respect of such non-terminating tranches at such time (it being understood that (A) the participations therein of Revolving Lenders under the maturing tranche shall be correspondingly released and (B) no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately preceding clause (i), but without limiting the obligations with respect thereto, the Borrower shall cash collateralize any such Letter of Credit in a manner reasonably satisfactory to the Administrative Agent and the Issuing Lender. If, for any reason, such cash collateral is not provided or the reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit; provided that, notwithstanding anything to the contrary contained herein, upon any subsequent repayment of the Revolving Loans, the reallocation set forth in clause (i) shall automatically and concurrently occur to the extent of such repayment (it being understood that no partial face amount of any Letter of Credit may be so reallocated). Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a maturity date with respect to a given tranche of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Commitments, the sublimit for Letters of Credit under any tranche of Revolving Commitments that has not so then matured shall be as agreed with such Revolving Lenders; provided that in no event shall such sublimit be less than the sum of (x) the L/C Obligations of the Revolving Lenders under such extended tranche immediately prior to such maturity date and (y) the face amount of the Letters of Credit reallocated to such tranche of Revolving Commitments pursuant to clause (i) above (assuming Revolving Loans are repaid in accordance with clause (i)(x)). (d) The Rollover Letters of Credit shall, as of and after the Closing Date, be deemed issued and outstanding pursuant to, and shall constitute “Letters of Credit” for all purposes of, this Agreement; provided that the Rollover Letters of Credit shall not be extended unless agreed by the applicable Issuing Lender.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing LenderBank, in reliance on the agreements of the other Lenders Banks set forth in Section subsection 3.4(a), agrees to issue letters of credit ("Letters of Credit Credit") for the account of the Borrower Company on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing LenderBank; provided that the Issuing Bank shall have no Issuing Lender shall obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (ii) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Banks, plus (B) the aggregate outstanding amount of L/C Obligations plus (C) the Available Revolving Commitments outstanding aggregate principal amount of all Competitive Bid Loans made by all Banks, would be less than zero or (ii) such Issuing Lender shall have received written notice from exceed the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerAggregate Commitment. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other U.S. Lenders set forth in Section subsection 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) in Dollars for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall not issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Aggregate Available Revolving U.S. Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or Aggregate Total Outstandings of all the Borrower, at least one Business Day prior to Lenders would exceed the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfiedAggregate U.S. Commitments. On the Closing Date, each Existing Letter Letters of Credit shall may be deemed to be a Letter either standby letters of Credit issued hereunder for the account credit or commercial letters of the Borrowercredit. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), provided, however, that any Letter of Credit which is a commercial letter of credit shall expire no later than 360 days after its date of issuance. (b) No Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.10(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a minimum face amount agreed by the Borrower and the Issuing Lender and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Extended Revolving Termination Date (as it may be extended)Date, provided provided, that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). The letters of credit described in Schedule 3.7 which are outstanding as of the date hereof shall be deemed to be issued by the Issuing Lender under this Agreement as of the Closing Date and shall be a Letter of Credit for all purposes hereof (other than Section 3.8) and the other Loan Documents, including, without limitation, for purposes of Sections 3.9 through 3.14. (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) Subject to the provisions of Section 4.2(e), on the Non-Extended Revolving Termination Date (and without any further action), and so long as the Extended Revolving Commitments shall not have terminated at or prior to such time, the risk participations in respect of all outstanding Letters of Credit shall be reallocated among the Extending Revolving Lenders in accordance with their Revolving Percentages as of such date and the Non-Extending Revolving Lenders shall be released from their risk participations in respect of such outstanding Letters of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other US Revolving Lenders set forth in Section 3.4(a3.04(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower Company or any of its Subsidiaries on any Business Day during the Revolving Commitment Revolver Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of total US Revolving Credit Exposures would exceed the Available total US Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitments. Each Letter of Credit shall be issued under the US Revolving Commitments, (iii) be denominated in Dollars or a Multicurrency other than Dollars and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving then latest Termination Date (as it may be extended)applicable to the US Revolving Facility, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender shall at any time be obligated to issue any Letter . All Existing Letters of Credit if such issuance would conflict withshall be deemed to have been issued pursuant hereto, or cause such Issuing Lender or any L/C Participant and from and after the Closing Date shall be subject to exceed any limits imposed by, any applicable Requirement of Lawand governed by the terms and conditions under the US Revolving Commitments hereof.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a2.8(a), agrees to issue standby or trade letters of credit, bank guaranties or other similar forms of credit issued by such Issuing Lender (together with any Designated Letters of Credit Credit, “Letters of Credit”) for the account of the any Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that provided, that, no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or Commitment, (ii) the Outstanding Extensions of Credit of any Lender would exceed such ▇▇▇▇▇▇’s Commitment, (iii) the sum of the Total Outstanding Extensions of Credit would exceed the Total Commitments. No Foreign Borrower shall request and no Issuing Lender shall have received written notice from issue any Letter of Credit for the Administrative Agent or the Borroweraccount of such Foreign Borrower if, at least one Business Day prior to the requested date of issuance or amendment of the applicable after issuing such Letter of Credit, that one or more applicable conditions contained the aggregate Foreign Borrower Exposure of all Foreign Borrowers shall exceed the Aggregate Foreign Sublimit then in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowereffect. Each Letter of Credit shall (i) be denominated in Dollars or a Foreign Currency, (ii) have a face amount of at least $10,000 or the Foreign Currency Equivalent thereof (unless otherwise agreed by the relevant Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date; provided, provided that that, any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred subject to in clause (y) above). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.Section

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue Letters letters of Credit credit ("LETTERS OF CREDIT") for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided PROVIDED that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire have a term until expiry (or, if such Letter of Credit contemplates time drafts, a term through the maximum time draft period) ending no later than the earlier of (x) the first anniversary of its date of issuance (except with the consent of the Majority Facility Lenders in respect of the Revolving Facility) and (y) the date that is five Business Days prior to the Scheduled Revolving Termination Date (as it may be extended)Date, provided PROVIDED that any Letter of Credit with a one-year term may provide for the renewal thereof thereof, with or without notice from the Issuing Lender, for additional one-successive periods of up to one year periods each (which shall in no event extend beyond the date referred to in clause (y) above). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower Company or any Borrowing Subsidiary on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, Canadian Dollars, Euro or British Pound Sterling, as the case may be, and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-periods of up to one year periods (which shall but in no event shall any such renewal extend beyond the date referred to in clause (y) above). The letters of credit identified on Schedule 3.1 (the “Existing Letters of Credit”) shall be deemed to be “Letters of Credit” issued on the Closing Date for all purposes of this Agreement and the other Loan Documents. (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider, in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 3.4(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit Credit”) for the account of the Borrower Co-Issuers on any Business Day during the Revolving period commencing on the Series 2007-1 Closing Date and ending on the date that is seven Business Days prior to the Commitment Period Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that the L/C Provider shall have no Issuing Lender shall issue obligation or right to provide any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or Commitment, (ii) such Issuing Lender shall have received written notice from the Administrative Agent Series 2007-1 Class A-1 Outstanding Principal Amount would exceed the Series 2007-1 Class A-1 Maximum Principal Amount, (iii) the Series 2007-1 Class A-1-A Outstanding Principal Amount would exceed the Series 2007-1 Class A-1-A Maximum Principal Amount or (iv) the Borrower, at least one Business Day prior to Series 2007-1 Class A-1-X Outstanding Principal Amount would exceed the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerSeries 2007-1 Class A-1-X Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $100,000 (unless otherwise agreed by the L/C Provider) and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five seven Business Days prior to the Revolving Commitment Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-periods not to exceed one year periods (which shall in no event extend beyond the date referred to in clause (yB) above). (b) No Issuing Lender . The L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any applicable Requirement of LawLaw or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Indenture Trustee to authenticate the initial Series 2007-1 Class A-1 L/C Notes for each L/C Sub-Class which the Co-Issuers shall deliver to the L/C Provider on the Series 2007-1 Closing Date. Such initial Series 2007-1 Class A-1 L/C Notes for each L/C Sub-Class shall be dated the Series 2007-1 Closing Date, shall be registered in the name of the L/C Provider or its nominee, or in such other name as the L/C Provider may request, shall have a maximum principal amount equal to the Applicable Sub-Class Percentage for such L/C Sub-Class of the L/C Commitment, shall have an initial outstanding principal amount equal to the Applicable Sub-Class Percentage for such L/C Sub-Class of the Series 2007-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2007-1 Closing Date will constitute a corresponding Subfacility Increase, on a pro rata basis, in the outstanding principal amount evidenced by the Series 2007-1 Class A-1 L/C Notes based on their respective Applicable Sub-Class Percentages, in an aggregate amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2007-1 Class A-1 L/C Notes based on their respective Applicable Sub-Class Percentages for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Any payment of such principal in respect of Undrawn L/C Face Amounts shall be deposited into a cash collateral account as provided in Sections 4.02 and 4.03. Subject to the terms of this Agreement and the Series 2007-1 Supplement, the outstanding principal amount evidenced by the Series 2007-1 Class A-1 L/C Notes may be increased by issuances of Letters of Credit or decreased by expirations thereof or payments of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Co-Issuers agree to promptly notify the Class A-1 Administrative Agent and the Indenture Trustee of any such decreases for which notice to the Class A-1 Administrative Agent is not otherwise provided hereunder. (c) The Co-Issuers may from time to time request that the L/C Provider provide a Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider shall notify the Class A-1 Administrative Agent and the Indenture Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit which shall comply with Section 2.07(a) and, subject to the other conditions set forth herein and in the Series 2007-1 Supplement and upon receipt of confirmation from the Class A-1 Administrative Agent (based, with respect to any portion of the Series 2007-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Class A-1 Administrative Agent, solely on written notices received by the Class A-1 Administrative Agent under this Agreement) that after giving effect to the requested issuance, (i) the Series 2007-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2007-1 Class A-1 Maximum Principal Amount, (ii) the Series 2007-1 Class A-1-A Outstanding Principal Amount would not exceed the Series 2007-1 Class A-1-A Maximum Principal Amount and (iii) the Series 2007-1 Class A-1-X Outstanding Principal Amount would not exceed the Series 2007-1 Class A-1-X Maximum Principal Amount, the L/C Provider will cause such Application to be processed and the certificates, documents and other papers and information delivered in connection therewith in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. The L/C Provider shall furnish a copy of such Letter of Credit to the Servicer (with a copy to the Class A-1 Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Class A-1 Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Indenture Trustee and the Series 2007-1 Class A Insurer, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Co-Issuers shall jointly and severally pay fees (the “L/C Monthly Fees”) with respect to each Letter of Credit at a per annum rate equal to the L/C Monthly Fees Rate calculated on the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) during the applicable Interest Period, shared ratably among the Committed Note Purchasers and payable in arrears on each Payment Date in accordance with the applicable provisions of the Indenture. In addition, under the circumstances set forth in Section 4.4 of the Series 2007-1 Supplement, the Co-Issuers shall jointly and severally pay contingent additional fees in respect of the outstanding Letters of Credit in an amount equal to the Series 2007-1 Class A-1 Contingent Additional L/C Fees payable pursuant to such Section 4.4 and shared ratably among the Committed Note Purchasers. (e) In addition, the Co-Issuers shall jointly and severally pay to or reimburse the L/C Provider for the following amounts for the account of the applicable L/C Issuing Bank: (i) fronting fees (the “L/C Fronting Fees”) with respect to each Letter of Credit issued by it at a per annum rate equal to the L/C Fronting Fees Rate calculated on the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) during the applicable Interest Accrual Period, payable in arrears on each Payment Date in accordance with the applicable provisions of the Indenture, and (ii) such normal and customary costs and expenses as are incurred or charged by the L/C Issuing Bank in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit and separately charged to account parties (the “L/C Additional Charges”). Subject to the Priority of Payments, the L/C Additional Charges are due and payable within ten (10) Business Days of demand and are nonrefundable. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (g) The Co-Issuers may, upon three Business Days’ notice to the Class A-1 Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the unused portion of the L/C Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the Class A-1 Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided further that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments. Any reduction or increase made pursuant to this Section 2.07(g) shall be made ratably among the Series 2007-1 Class A-1 L/C Notes of each L/C Sub-Class based on their respective Applicable Sub-Class Percentages. (h) The L/C Provider shall have the right to satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder either by issuing such Letter of Credit itself or by causing another Person selected by the L/C Provider to issue such Letter of Credit (the L/C Provider in its capacity as the issuer of such Letter of Credit or such other Person selected by the L/C Provider being referred to as the “L/C Issuing Bank”); provided that the L/C Issuing Bank is a U.S. commercial bank that has, at the time of such issuance, (i) a short-term certificate of deposit rating of not less than “P-1” from ▇▇▇▇▇’▇ and “A-1” from S&P and (ii) a long-term unsecured debt rating of not less than “Aa1” from ▇▇▇▇▇’▇ and “A+” from S&P.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue Letters letters of Credit credit ("LETTERS OF CREDIT") for the account of the Primary Borrower (or, from and after the Revolving Commitment Increase Date and subject to the limitations set forth in Section 2.25, the Additional Borrower) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided PROVIDED, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Prior to the Effective Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Effective Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Effective Date pursuant to this Section 3, together with the Existing Letters of Credit Credit, collectively, the “Letters of Credit”) for the account of the Borrower or the Affiliate Revolving Note Borrowers on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender shall at and, provided further, that, with respect to any time be obligated to issue any Letter of Credit if such issuance would conflict withBond L/C, or cause such Issuing Lender or any the Bond L/C Participant to exceed any limits imposed by, any will expire in accordance with the terms set forth in the applicable Requirement of LawBond L/C as approved by the Existing Issuing Lender and the Administrative Agent in accordance with Section 3.6.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(asubsection 4.4(a), agrees to issue standby letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of Aggregate Revolving Credit Outstandings would exceed the Available Aggregate Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitments. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five one Business Days Day prior to the Revolving Termination Date (as it may be extended)Date, provided that any unless all the Lenders have approved the expiry date of such Letter of Credit with or such Letter of Credit shall have been cash collateralized in a one-year term may provide manner acceptable to the Issuing Lender. The Existing Letters of Credit will be deemed Letters of Credit issued on the Closing Date for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)all purposes hereunder. (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.10(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved agreed from time to time by between such Issuing LenderLender and Borrower; provided that no such Issuing Lender shall not issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Obligations would exceed the L/C Commitment or Commitment, (Bii) after giving effect to such issuance, the aggregate amount of the Available Revolving Commitments would be less than zero zero, or (iiiii) such Issuing Lender shall have it has received written notice from the Administrative Agent of any existing Default or the Borrower, at least one Business Day prior to the requested date Event of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerDefault. Each Letter of Credit shall (i) be denominated in Dollars Dollars, and (ii) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) unless cash collateralized in an account at the relevant Issuing Lender, the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (yB) above). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit ("Letters of Credit Credit") for the account of the Borrower or any Restricted Subsidiary on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit ("Letters ------- of Credit Credit") for the account of the Parent Borrower and/or the Subsidiary --------- Borrower, as the case may be, on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to -------- issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (iiiii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter Total Revolving Extensions of Credit shall be deemed to be a Letter of Credit issued hereunder for would exceed the account of the BorrowerBorrowing Base. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $500,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the -------- renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Prior to the date hereof, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit collectively, "Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit 2 Lenders set forth in Section 3.4(a), agrees to issue standby and, if agreed to by the applicable Issuing Lender, commercial letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Letter of Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit 2 Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date which is one year after the date of issuance and (y) the date that which is five Business Days prior to the Scheduled Revolving Credit 2 Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal extension of the expiry date thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause subsection (y) above). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit ( “Letters of Credit Credit”) for the account of the Borrower (but for use by the Borrower or any Subsidiary) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaw or reasonable policy of the Issuing Lender.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the “Letters of Credit 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 such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Total Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter Extensions of Credit shall be deemed to be a Letter of Credit issued hereunder for would exceed the account of the BorrowerMaximum Facility Availability at such time. Each Letter of Credit shall (iA) be denominated in Dollars and (iiB) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) Notwithstanding the foregoing, any Letters of Credit issued by Barclays Bank PLC in its capacity as the Issuing Lender shall be limited to standby letters of credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.1(a), agrees to issue letters of credit, including Existing Letters of Credit, which will automatically, without any further action on the part of any Person, be deemed to be Letters of Credit hereunder on the Closing Date for the account of the Borrower (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in 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 all Existing Letters of Credit Credit, 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 such Issuing Lender; provided provided, that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.10(a), agrees to issue letters of credit ("Letters of Credit Credit") for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a minimum face amount agreed by the Borrower and the Issuing Lender and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided provided, that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). The letters of credit described in Schedule 3.7 which are outstanding as of the date hereof shall be deemed to be issued by the Issuing Lender under this Agreement as of the Closing Date and shall be a Letter of Credit for all purposes hereof (other than Section 3.8) and the other Loan Documents, including, without limitation, for purposes of Sections 3.9 through 3.14. (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the L/C Arranger agrees to cause the Issuing LenderLender designated by it, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.10(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the L/C Arranger and the Issuing Lender; provided that that, the L/C Arranger shall have no Issuing Lender shall issue obligation to cause any Letter of Credit to be issued if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender The L/C Arranger shall not at any time be obligated to issue cause any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause such the L/C Arranger, the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit ("Letters of Credit Credit") for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(asubsection 4.4(a), agrees to issue letters of credit ("Letters of Credit Credit") for the account of the Borrower HCC on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Obligations would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or Commitment. (iib) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall shall: (i) be denominated HCC and its Subsidiaries in Dollars and the ordinary course of business (a "Commercial Letter of Credit") and (ii) expire no later than at or prior to the close of business on the earlier of (xi) the first anniversary of its date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (yii) the date that is five Business Days prior to the Revolving Termination Date Date. (as it may be extended), provided that any c) Each Letter of Credit with a one-year term may provide for shall be subject to the renewal thereof for additional one-year periods (which shall in no event extend beyond Uniform Customs and, to the date referred to in clause (y) above)extent not inconsistent therewith, the laws of the State of New York. (bd) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereofSection 2.3.1, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), Lender agrees to issue Letters of Credit Credit, in each case containing such terms and conditions as are permitted by this Agreement and are reasonably satisfactory to the applicable Issuing Lender, at the request of and for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved Company from time to time by on and after the Closing Date and before the scheduled Termination Date and, 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 (a) the aggregate Stated Amount of all Letters of Credit shall not at any time exceed $300,000,000, (b) the aggregate Stated Amount of all Letters of Credit outstanding with respect to any Issuing Lender shall not exceed such Issuing Lender; provided that no Issuing Lender shall issue any ’s Letter of Credit ifSublimit, (ic) after giving effect to such issuancethe Revolving Outstandings shall not at any time exceed Revolving Loan Availability, (Ad) the L/C Obligations would exceed the L/C Commitment or (B) the aggregate amount Revolving Exposure of the Available Revolving Commitments would be less than zero or (ii) such Issuing any Lender shall have received written notice from the Administrative Agent or the Borrowernot at any time exceed its Commitment, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, (e) each Existing Letter of Credit shall be deemed to be a Letter denominated in U.S. Dollars or an Alternative Currency, (f) the stated amount of Credit issued hereunder for the account of the Borrower. Each each Letter of Credit shall (i) not be denominated in Dollars less than the applicable Borrowing Minimum or a higher integral multiple of the applicable Borrowing Multiple or such lesser amount as is acceptable to the applicable Issuing Lender and (iig) expire in no event shall any Letter of Credit have an expiration date later than the earlier of (x1) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date and (as it may be extended), 2) the date which is one year from the date of issuance of such Letter of Credit; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods of up to 12 months (which shall in no event shall extend beyond the date referred to in clause (y1) above unless such Letter of Credit is Cash Collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender, it being understood that if an Issuing Lender issues a Letter of Credit that extends beyond the date referred to in clause (1) above, each Lender’s participation in such Letter of Credit will end on the Termination Date). (b) No . In the event there is a Defaulting Lender, no Issuing Lender shall at any time be obligated required to issue issue, renew or extend any Letter of Credit if such issuance would conflict with, to the extent (x) the Defaulting Lender’s Pro Rata Share of Letter of Credit Commitment may not be reallocated pursuant to Section 2.6(a) or cause (y) such Issuing Lender or any L/C Participant has not otherwise entered into arrangements satisfactory to it and the Company to eliminate such Issuing Lender’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage. Notwithstanding the foregoing, the Company and its Subsidiaries may obtain Outside Letters of Credit; provided that the aggregate outstanding amount of such Outside Letters of Credit does not exceed any limits imposed by, any applicable Requirement the Outside Letter of LawCredit Limitation.

L/C Commitment. (aj) As of the Closing Date, the letters of credit listed on Schedule 3.1 shall be deemed to have been issued hereunder and be deemed to be Letters of Credit for all purposes hereunder. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Parent Borrower or, subject to Section 3.2, any Subsidiary on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the Dollar Equivalent of the L/C Obligations of such Issuing Lender would exceed the L/C Commitment of such Issuing Lender then in effect, (ii) the Dollar Equivalent of the L/C Obligations (as determined by the Administrative Agent) would exceed the L/C Sublimit or (Biii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated provide for payment of drawings in Dollars or in a foreign currency reasonably acceptable to the Administrative Agent and the applicable Issuing Lender, and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance issuance, or such longer annual periods as the Issuing Lender may agree, and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term described in clause (x) above may provide for the renewal thereof for additional one-year annual periods (which shall in no event extend beyond the date referred to in clause (y) above). . Notwithstanding the foregoing, the Issuing Lender, in its sole discretion, may issue one or more Letters of Credit, each with an expiration date extending beyond the Revolving Termination Date (b) No Issuing Lender shall at each a “Designated Letter of Credit” and, collectively, the “Designated Letters of Credit”); provided that on or before the date that is 120 days prior to the Revolving Termination Date, to the extent that any time be obligated to issue any Designated Letter of Credit if remains outstanding, the applicable Borrower shall cash collateralize the aggregate then undrawn and unexpired amount of all Designated Letters of Credit outstanding at such issuance would conflict withtime in accordance with the provisions of Section 8. In the event that the applicable Borrower fails to cash collateralize the outstanding Designated Letters of Credit by the date that is 90 days prior to the Revolving Termination Date, or cause each such Issuing outstanding Designated Letter of Credit shall automatically be deemed drawn in full and such Borrower shall be deemed to have requested a Revolving Loan to be funded by the Lenders on the date that is 90 days prior to the Revolving Termination Date to reimburse such drawing (with the proceeds of such Revolving Loan being used to cash collateralize outstanding Designated Letters of Credit as set forth above). Subject to Section 2.3 and Section 5.2 hereof, the funding by a Lender or any L/C Participant of its pro rata share of such Revolving Loan to exceed any limits imposed by, any applicable Requirement cash collateralize the outstanding Designated Letters of LawCredit on the Revolving Termination Date shall be deemed payment by such Lender in respect of its participation in each such Designated Letter of Credit.

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

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the L/C Obligations, when added to the aggregate principal amount of the Available Revolving Commitments Loans and Swingline Loans then outstanding, would be less than zero or (ii) such Issuing Lender shall have received written notice from exceed the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerTotal Revolving Commitments. Each Letter of Credit shall (iA) be denominated in Dollars Dollars, Pounds Sterling, euros or Yen and (iiB) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) The parties hereto agree that the Existing Letters of Credit will automatically, without any further action on the part of any Person, be deemed to be Letters of Credit issued hereunder on the Closing Date for the account of the Borrower.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, the "Letters of Credit 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 such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 3.4(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower Master Issuer or its designee on any Business Day during the Revolving period commencing on the Series 2019-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that the L/C Provider shall have no Issuing Lender shall issue obligation or right to provide any Letter of Credit on a requested issuance date if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of Series 2019-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerSeries 2019-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Master Issuer and the L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Revolving Commitment Termination Date (as it may be extendedthe “Required Expiration Date”), ; provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date referred (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided further that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in clause accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (y) above). such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (b1) No Issuing Lender name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, on its behalf, and (B) the Control Party as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause such Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any applicable Requirement of LawLaw or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2019-1 Class A-1 L/C Note, which the Master Issuer shall deliver to the L/C Provider on the Series 2019-1 Closing Date. Such Series 2019-1 Class A-1 L/C Note shall be dated the Series 2019-1 Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2019-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2019-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2019-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2019-1 Class A-1 L/C Note and shall be deemed to be Series 2019-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2019-1 Supplement, the outstanding principal amount evidenced by the Series 2019-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider either (i) provide a new Letter of Credit and (ii) provide a new “back-to-back” Letter of Credit to an existing letter of credit provider to secure a letter of credit in existence prior to the Series 2019-1 Closing Date, by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2019-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2019-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2019-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2019-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2019-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2019-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2019-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2019-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts. (g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the L/C Provider or a Person selected by (at the expense of the L/C Provider) the Master Issuer shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Working Capital Lenders set forth in Section 3.4(a), agrees to issue Letters letters of Credit credit ("LETTERS OF CREDIT") for the account of the Borrower on any Business Day during the Revolving Working Capital Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided PROVIDED that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations Section 2.4 would exceed the L/C Commitment be violated or (Bii) the aggregate amount of the Available Revolving Working Capital Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfiedzero. On the Closing Date, each Existing Letter Letters of Credit shall may be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommercial L/Cs or Standby L/Cs. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Scheduled Working Capital Termination Date (as it may be extended)Date, provided PROVIDED that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) The letters of credit issued under the Existing Credit Agreement and listed on Schedule 3.1 hereto shall, effective as of the Closing Date, be deemed for all purposes to be Letters of Credit issued hereunder.

L/C Commitment. (a) As of the Closing Date, the letters of credit listed on Schedule 3.1 shall be deemed to have been issued hereunder and be deemed to be Letters of Credit for all purposes hereunder. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other US$ Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Parent Borrower or, subject to Section 3.2, any Subsidiary on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the Dollar Equivalent of the L/C Obligations (as determined by the Administrative Agent) would exceed the L/C Commitment or (Bii) the aggregate amount of the Available US$ Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated provide for payment of drawings in Dollars or in a foreign currency reasonably acceptable to the Administrative Agent, and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance issuance, or such longer annual periods as the Issuing Lender may agree, and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term described in clause (x) above may provide for the renewal thereof for additional one-year annual periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the "Letters of Credit 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 such the Issuing Lender; provided that no the Issuing Lender shall not have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment Commitment, (ii) the Aggregate Outstanding Extensions of Credit of all the Lenders would exceed the Borrowing Base minus Reserves or (Biii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Issuer, in reliance on the agreements of the other Lenders set forth in Section 3.4(a3.3(a), agrees to issue Letters of Credit L/Cs (“L/Cs”) for the account of the Borrower DW Animation on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lenderthe L/C Issuer; provided that the L/C Issuer shall have no Issuing Lender shall obligation to issue any Letter of Credit L/C if, (i) after giving effect to such issuance, (A) the sum of the L/C Obligations would exceed the L/C Commitment or Commitment. Each L/C (Bi) the aggregate amount of the Available Revolving Commitments would shall be less than zero or denominated in Dollars, (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance fifth Business Day prior to the Scheduled Termination Date and (y) the first anniversary of the date that is five Business Days prior to the Revolving Termination Date (as it may be extended), of issuance thereof; provided that any Letter of Credit L/C with a one-year term tenor may provide for the renewal thereof for additional one-year periods (which shall periods, and provided, further, that in no event shall such L/C extend beyond the date referred that is the fifth Business Day prior to the Scheduled Termination Date and (iii) unless otherwise agreed by the L/C Issuer in clause (y) above)its sole discretion, shall be in a face amount of at least $1,000,000. Effective on the Closing Date, the letters of credit described on Schedule 3.1 shall automatically be deemed to be L/Cs hereunder. (b) No Issuing Lender The L/C Issuer shall not at any time be obligated to issue any Letter of Credit L/C hereunder if such issuance would conflict with, or cause such Issuing Lender the L/C Issuer or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letter of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit 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 such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to On the terms and subject to the conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the letters of credit issued on or after the Initial Effective Date pursuant to this Section 3, collectively, the “Letters of Credit Credit”) for the account of the Borrower on any Business Day on or after the Initial Effective Date and during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender shall at any time be obligated to issue issue, amend, extend or renew any Letter of Credit hereunder if such issuance issuance, amendment, extension or renewal would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower, or for the joint and several account of the Borrower and any Subsidiary, on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five three Business Days prior to the Revolving Credit Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Any Letter of Credit (as defined in the Existing Credit Agreement) that remains outstanding on the Closing Date shall continue to be a Letter of Credit hereunder. (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, with any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders with Revolving C Commitments set forth in Section 3.4(a), agrees to issue letters of credit under the Revolving C Commitments (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the a Revolving Commitment Period for Revolving C Commitments in such form as may be approved from time to time by such Issuing LenderLender (it being understood that any commercial Letter of Credit shall provide for sight drafts and not bankers acceptances); provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments with respect to the Class of Revolving C Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the then latest Revolving Termination Date (as it may be extended)with respect to the Revolving C Commitments, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender shall at any time be obligated to issue any . Each Existing Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant shall be deemed to exceed any limits imposed by, any applicable Requirement of Law.be issued pursuant to this Section 3.1(a)

L/C Commitment. (a) Subject to the terms and conditions hereof, each -------------- the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit ("Letters ------- of Credit Credit") for the account of the either Borrower on any Business Day during the --------- Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no -------- obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Scheduled Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a -------- one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 3.4(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower Master Issuer or its designee on any Business Day during the Revolving period commencing on the Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that the L/C Provider shall have no Issuing Lender shall issue obligation or right to provide any Letter of Credit on a requested issuance date if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of Series 2019-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerSeries 2019-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Master Issuer and the L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Revolving Commitment Termination Date (as it may be extendedthe “Required Expiration Date”), ; provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date referred (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, further, that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in clause accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (y) above). such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (b1) No Issuing Lender name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and (B) the Control Party, as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause such Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any applicable Requirement of LawLaw or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2019-1 Class A-1 L/C Note, which the Master Issuer shall deliver to the L/C Provider on the Closing Date. Such Series 2019-1 Class A-1 L/C Note shall be dated the Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2019-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2019-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2019-1 Class A-1 L/C Note and shall be deemed to be Series 2019-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2019-1 Supplement, the outstanding principal amount evidenced by the Series 2019-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2019-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2019-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2019-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2019-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2019-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2019-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2019-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts. (g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the L/C Provider or a Person selected by (at the expense of the L/C Provider) the Master Issuer shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Master Issuer being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “P-2” from ▇▇▇▇▇’▇ and “A-2” from S&P and (ii) a long-term unsecured debt rating of not less than “Baa2” from ▇▇▇▇▇’▇ or “BBB” from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary of such proposed Letter of Credit.