Common use of L/C Commitment Clause in Contracts

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a), agrees to issue letters of credit ("Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such time. 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 which is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) The Existing Letters of Credit issued under the Existing Credit Agreement prior to the Closing Date, if any, will, from and after the Closing Date, be deemed to be Letters of Credit issued under this Agreement on the Closing Date. Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(aSection 2.82.9(a), agrees to issue letters of credit ("together with the Existing Letters of 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 the such Issuing Lender; provided that the no Issuing Lender shall not have any obligation to issue issue, amend or extend any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C CommitmentSublimit, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Obligations at such time attributable to Letters of Credit Loans and Overdraft Advances then outstanding issued by such Issuing Lender would exceed the Revolving Credit Commitments at L/C Commitment of such timeIssuing Lender. 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 which that is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above, unless on or prior to such date, such Letter of Credit is cash collateralized in an amount equal to 105% of the face amount of such Letter andof Credit and on such other terms reasonably satisfactory to the Administrative Agent and the applicable Issuing Lender, it being understood and agreed that if the Administrative Agent and the applicable Issuing Lender agree to permit a Letter of Credit to expire after the Revolving Termination Date, notwithstanding any provision of this Agreement to the contrary, each L/C Participant’s participation in such Letter of Credit will terminate on the Revolving Termination Date and such L/C Participants will have no further obligations to the Issuing Lenders after the Revolving Termination Date). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The No Issuing Lender shall not at any time be obligated to issue issue, amend or extend any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any restriction, reserve or capital or liquidity requirement of any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Credit Lenders Committed Note Purchasers set forth in subsection 3.4(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit ("each, a “Letter of Credit” and, collectively, the “Letters of Credit"”) for the account of either or both of the Borrower Co-Issuers on any Business Day during the Revolving Credit period commencing on the Series 2024-1 Closing Date and ending on the date that is ten 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 the Issuing LenderL/C Provider; provided that the Issuing Lender L/C Provider shall not have any no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of Series 2024-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Credit Commitments would be less than zero Series 2024-1 Class A-1 Notes Maximum Principal Amount or (iii) the aggregate principal amount of Series 2024-1 Class A-1 Outstanding Principal Amount attributable to the L/C Obligations, Revolving Credit Loans Provider (in its capacity as Committed Note Purchaser and Overdraft Advances then outstanding L/C Provider) would exceed its Commitment Amount (an “LC Commitment Excess”). Notwithstanding the Revolving preceding sentence, if a requested Letter of Credit Commitments at would result in an LC Commitment Excess, the Investor Groups shall effectuate a reallocation of the Series 2024-1 Class A-1 Outstanding Principal Amounts to the extent necessary and permitted so that, immediately after such timerequested Letter of Credit is issued, no LC Commitment Excess would exist; provided that the Co-Issuers shall not be liable for any Breakage Amounts resulting solely from any such reallocations. 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, together with 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 which that is five ten (10) Business Days prior to the Scheduled Revolving Credit Commitment Termination Date (the “Required Expiration Date, ”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof 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 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) Each pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name 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 Accounts or the Senior Subordinated Notes Interest Reserve Accounts, 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 subject 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 Uniform Customs and, to the extent not inconsistent therewith, the laws terms of the State of New York. (c) Indenture. The Issuing Lender 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 the 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) each 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 2024-1 Class A-1 L/C Notes, which the Co-Issuers shall deliver to the L/C Provider on the Series 2024-1 Closing Date; provided that, if such Series 2024-1 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 2024-1 Supplement. Such Series 2024-1 Class A-1 L/C Note is dated the Series 2024-1 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 2024-1 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 2024-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2024-1 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 2024-1 Class A-1 L/C Note and shall be deemed to be Series 2024-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2024-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2024-1 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 2024-1 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) Each Co-Issuer (or both Co-Issuers) may (or shall cause the applicable Manager (or both Managers) on its (or 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. Notwithstanding the foregoing sentence, each letter of credit set forth on Schedule IV hereto shall be deemed a Letter of Credit provided and issued by the L/C Provider hereunder as of the Series 2024-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2024-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2024-1 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 2024-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2024-1 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 applicable Co-Issuer (or the Co-Issuers). The L/C Provider shall furnish a copy of such Letter of Credit to the Managers 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 applicable Series 2024-1 Class A-1 Notes Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of such Series 2024-1 Class A-1 Notes Fee Letter and in accordance with 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 2024-1 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 and the issuance of such Letter of Credit. 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. Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Co-Issuers in order to have any letter of credit issued by a Person selected by the Co-Issuer pursuant to this Section 2.07(h) or Section 5.17 of the Base Indenture be a “Letter of Credit” that has been issued hereunder and such Person selected by the Co-Issuers be an “L/C Issuing Bank”.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) (x) upon the request of the U.S. Borrower, for the account of the Borrower U.S. Borrower, any Domestic Subsidiary or any Canadian Subsidiary, in each case on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the L/C Obligations in respect of Letters of Credit issued by it would exceed $20,000,000, (iii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iiiiv) with respect to any Lender, the sum of (x) the Swingline Exposure of such Lender (in its capacity as the Swingline Lender (if applicable) and a Revolving Lender), (y) the aggregate principal amount of the Dollar Equivalent of the outstanding Revolving Loans made by such Lender and (z) the L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding Exposure of such Lender would exceed the its Revolving Credit Commitments at such timeCommitment then in effect. Each Letter of Credit shall (i) (x) be denominated in 509265-2072-11662-ACTIVE.44337519 Dollars or an Acceptable Foreign Currency and (iiy) expire no later than the earlier of (x1) the first anniversary of its date of issuance and (y2) the date which that is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y2) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue ; provided further that any Letter of Credit hereunder if such issuance would conflict with, may (notwithstanding clause (2) or cause the immediately preceding proviso above) expire after the date that is five Business Days prior to the Revolving Termination Date so long as the Issuing Lender has approved such expiration date and such Letter of Credit is cash collateralized or any L/C Participant otherwise backstopped in a manner reasonably acceptable to exceed any limits imposed by, any applicable Requirement of Lawthe Issuing Lender at least eight Business Days prior to the Revolving Termination Date.

L/C Commitment. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit under the Existing Credit Agreement, which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other LC/Swing Line Revolving Credit Lenders set forth in subsection 3.4(aSection 4.4(a), agrees to issue letters of credit ("the letters of credit issued on and after the Closing Date pursuant to this Section 4, the “Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Facility Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided provided, that the no Issuing Lender shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the outstanding L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount sum of (x) the Available Revolving Credit Commitments would be less than zero or L/C Obligations plus (iiiy) the aggregate principal amount of Swing Line Loans outstanding at any time, plus (z) the aggregate amount of LC/Swing Line Revolving Loans then outstanding would exceed the LC/Swing Line Revolving Commitment or (iii) the sum of (x) the L/C Obligations, plus (y) the aggregate principal amount of Swing Line Loans outstanding at any time plus (z) the aggregate amount of Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Total Revolving Credit Commitments at such timeCommitment. 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 which is five Business Days prior to the Scheduled Revolving Credit Facility 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) 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 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, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a4.4(a), agrees to issue standby letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C CommitmentCommitment or, (ii) the aggregate amount such Issuing Lender’s Revolving Extensions of the Available Credit shall exceed its Revolving Credit Commitments would be less than zero Commitment or (iii) the aggregate principal amount of L/C Obligations, Aggregate Revolving Credit Loans and Overdraft Advances then outstanding Outstandings would exceed the Aggregate Revolving Credit Commitments at such timeCommitments. 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 which that is five one Business Days Day prior to the Scheduled Revolving Credit Termination 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) 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 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, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders L/C Participants set forth in subsection 3.4(aSection 2.20(d), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Five-Year Commitment Period in such form as may be approved from time to time by the applicable Issuing Lender; provided that the no Issuing Lender shall not have any an obligation to issue any Letter of Credit ifto the extent that, after giving effect to such issuance, (i) the L/C Obligations would exceed the aggregate L/C CommitmentCommitments of all Issuing Lenders, (ii) (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by an Issuing Lender at such time plus (y) the unreimbursed portion of any payment made by such Issuing Lender under a Letter of Credit would exceed such Issuing Lender’s L/C Commitment or (iii) the aggregate amount of the Five-Year Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timezero. 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 which that is five Business Days prior to the Scheduled Revolving Credit 2023 Extended 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). Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Application therefore, whether or not such maximum face amount is in effect at such time. No Issuing Lender shall have any obligation hereunder to issue commercial letters of credit. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (ci) The Issuing Lender Lenders shall not at any time be obligated to issue any Letter of Credit hereunder if to the extent (a) that such issuance would conflict with, or cause the any Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (b) any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over an Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Amendment and Restatement Effective Date, or shall impose upon an Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Amendment and Restatement Effective Date and which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (c) the issuance of such Letter of Credit would violate one or more policies of an Issuing Lender applicable to letters of credit generally. (ii) [Reserved].

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower or for the account of Holdings or any of its Restricted Subsidiaries (in which case the Borrower and Holdings or such Restricted Subsidiary, as applicable, shall be co-applicants with respect to such Letter of Credit) on any Business Day during the period commencing on the Closing Date and ending on the date that is five (5) Business Days prior to the Revolving Credit Commitment Period Termination Date in such form as may be reasonably approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) any Revolving Lender is at such time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including reallocation of such Lender’s Revolving Percentage of the outstanding L/C Obligations pursuant to Section 2.27(a)(iv) or the delivery of Cash Collateral, satisfactory to such Issuing Lender with the Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.27(a)(iv)) with respect to such Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion, (iii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iiiiv) the aggregate principal amount of outstanding L/C Obligations, Revolving Obligations in respect of Letters of Credit Loans and Overdraft Advances then outstanding issued by such Issuing Lender would exceed $8,750,000 less one-quarter of the Revolving Credit Commitments at such timeOutstanding L/C Obligations in respect of Existing Letters of Credit. The letters of credit issued, or deemed to be issued, pursuant to the Closing Date Indebtedness and set forth on Schedule 3.1(a) hereof (the “Existing Letters of Credit”) shall be deemed to be “Letters of Credit” issued on the Effective Date for all purposes of the Loan Documents. 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 unless otherwise agreed by the Issuing Lender in its sole discretion and (y) the date which that is five Business Days prior to the Scheduled Revolving Credit Termination Date; provided that, provided that any if requested by the Borrower and acceptable to the applicable Issuing Lender, a Letter of Credit with a one-year term issued by such Issuing Lender may provide for the renewal thereof for additional one-one year periods containing an expiry date of more than twelve months after the date of issuance (which shall in no event extend beyond the date referred to in clause (y) aboveabove (unless, at least five Business Days prior to the then current expiry date, the Borrower shall Cash Collateralize the L/C Obligations with respect to such Letter of Credit in an amount not less than the Minimum Collateral Amount applicable to such Letter of Credit)); provided, however, that (A) any such Letter of Credit shall permit such Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than at least 30 days (the “Nonrenewal Notice Date”) in each such twelve-month period at the time such Letter of Credit is issued and (B) such Issuing Lender shall not permit such renewal if it has received notice on or before the date that is seven Business Days before the Nonrenewal Notice Date from the Administrative Agent that the Majority Facility Lenders in respect of the Revolving Facility have elected not to permit such renewal. Each Letter of Credit shall be a standby letter of credit backing a performance or monetary obligation of the Borrower or any of its Subsidiaries (each a “Standby Letter of Credit”). (b) 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 No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, with any applicable Requirement of Law.

L/C Commitment. (axxii) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) (x) upon the request of the U.S. Borrower, for the account of the Borrower U.S. Borrower, any Domestic Subsidiary or any Canadian Subsidiary, in each case on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the L/C Obligations in respect of Letters of Credit issued by it would exceed $20,000,000, (iii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iiiiv) with respect to any Lender, the sum of (x) the Swingline Exposure of such Lender (in its capacity as the Swingline Lender (if applicable) and a Revolving Lender), (y) the aggregate principal amount of the Dollar Equivalent of the outstanding Revolving Loans made by such Lender and (z) the L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding Exposure of such Lender would exceed the its Revolving Credit Commitments at such timeCommitment then in effect. Each Letter of Credit shall (i) (x) be denominated in Dollars or an Acceptable Foreign Currency and (iiy) expire no later than the earlier of (x1) the first anniversary of its date of issuance and (y2) the date which that is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y2) above); provided further that any Letter of Credit may (notwithstanding clause (2) or the immediately preceding proviso above) expire after the date that is five Business Days prior to the Revolving Termination Date so long as the Issuing Lender has approved such expiration date and such Letter of Credit is cash collateralized or otherwise backstopped in a manner reasonably acceptable to the Issuing Lender at least eight Business Days prior to the Revolving Termination Date. (a) Subject to the terms and conditions hereof, each Existing Letter of Credit shall, effective as of the Restatement Effective Date, and without further action by any Borrower, be continued as a Letter of Credit hereunder, and from and after the Restatement Effective Date shall be deemed to be a Letter of Credit for all purposes hereof and shall be subject to and governed by the terms and conditions hereof. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of 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 the such Issuing Lender; provided that the no Issuing Lender shall not issue any Letter of Credit during the Suspension Period (if any), other than any renewal or extension of existing Letters of Credit without increasing the dollar amount thereof; provided further, that such Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of such Issuing Lender would exceed the L/C CommitmentCommitment of such Issuing Lender then in effect, or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timezero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) except as provided in Section 3.1(b) below, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which that is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) Each If requested by a Borrower, each Issuing Lender agrees to issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Termination Date, based upon agreement of the applicable Borrower to cash collateralize the L/C Obligations in accordance with Section 3.9. If such Borrower fails to cash collateralize the outstanding L/C Obligations in accordance with the requirements of Section 3.9, each outstanding Letter of Credit shall automatically be subject deemed to be drawn in full on such date and the Uniform Customs and, to the extent not inconsistent therewith, the laws reimbursement obligations of the State such Borrower set forth in Section 3.5 shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of New YorkSection 3.9. (c) The applicable Borrower shall grant to the Administrative Agent for the benefit of each Issuing Lender and the Lenders, pursuant to the Guarantee and Collateral Agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 3.1(b) or Section 3.9. Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “L/C Cash Collateral Account”). All interest on such cash collateral shall be paid to the applicable Borrower upon its request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to such Borrower. (d) No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (ii) any order, judgment or decree of any DocID \\DC - 036150/000014 - 15261895 v6 Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing the Letter of Credit, or any law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date, which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it and which is not subject to indemnification obligations of the applicable Borrower hereunder or (iii) issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally. (e) Unless otherwise expressly agreed by the applicable Issuing Lender and the applicable Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, no Issuing Lender shall be responsible to the Borrowers, and no Issuing Lender’s rights and remedies against the Borrowers shall be impaired by, any action or inaction of such Issuing Lender required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the law or any order of a jurisdiction where an Issuing Lender or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice. (f) In the event of any conflict between the terms hereof and the terms of any Application, the terms hereof shall control.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue at the request of the Borrower letters of credit ("Letters each a “Letter of Credit"”) for the account of the Borrower any Group Member on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that (i) the Borrower shall not request, and no Issuing Lender shall not have any obligation be required to issue issue, any Letter of Credit if, if after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies issued by such Issuing Lender plus (y) the outstanding amount of all Letters of Credit issued by such Issuing Lender other than those denominated in Optional Currencies would exceed such Issuing Lender’s L/C Obligations Commitment then in effect, (B) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the outstanding amount of all Letters of Credit other than those denominated in Optional Currencies would exceed the L/C CommitmentSublimit then in effect, or (C) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the lesser of (A) the Total Commitments then in effect and (B) the Borrowing Base and (ii) the aggregate amount Borrower shall be a co-applicant, and jointly and severally liable with respect to, each Letter of Credit issued for the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount account of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timeany other Group Member. Each Letter of Credit shall (ix) be denominated in Dollars or, if agreed by the applicable Issuing Lender, any Optional Currency and (iiy) expire no later than the earlier of (xA) the first anniversary of its date that is one year after the date of issuance of such Letter of Credit and (yB) the date which is five Business Days thirty (30) days prior to the Scheduled Revolving Credit Termination DateDate then in effect; provided, provided that any Letter of Credit with a one-year term tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause (yB). If agreed by an Issuing Lender, Letters of Credit issued by such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) abovedays prior to the Termination Date then in effect); provided that the Borrower shall not request the issuance of any such Letter of Credit if the aggregate face amount of all such Letters of Credit outstanding on the date of such request and giving effect to the proposed issuance would exceed the Dollar Equivalent of $3,000,000. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The An Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Credit Lenders Note Purchasers set forth in subsection 3.4(aSections 2.08 and 2.09, may, in its sole discretion and subject to the consent of each Investor Group, and during a Temporary Commitment Availability Period, shall (in an amount not to exceed up to the lesser of the (x) L/C Commitment or (y) undrawn portion of the Series 2022-1 Class A-1 Notes Maximum Principal Amount), agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit ("each, a “Letter of Credit” and, collectively, the “Letters of Credit"”) for the account of the Borrower Issuer or its designee on any Business Day during the Revolving Credit period commencing on the Series 2022-1 Closing Date and ending on the date that is thirty (30) Business Days prior to the Commitment Period Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided that the Issuing Lender L/C Provider shall not have any no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding Series 2022-1 Class A-1 Outstanding Principal Amount would exceed the Revolving Credit Commitments at such timeSeries 2022-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $1 million or, if less than $1 million, shall bear a reasonable administrative fee to be agreed upon by the Issuer and the L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date which that is five ten (10) Business Days prior to the Scheduled Revolving Credit Commitment Termination Date (the “Required Expiration Date, ”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof 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 to (or no later than the applicable notice date, if earlier, as specified in clause (ysuch Letter of Credit) above). (b) Each that such Letter of Credit shall not be subject 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 Issuer in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the Uniform Customs L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to the extent not inconsistent therewithsuch Letter of Credit, the laws L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the State of New York. (c) Commitment Termination Date. The Issuing Lender 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 the 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) each 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 Issuer issued and caused the Trustee to authenticate the Series 2022-1 Class A-1 L/C Note, which the Issuer delivered to the L/C Provider on the Series 2022-1 Closing Date; provided that, if such Series 2022-1 Class A-1 L/C Note is an Uncertificated Note, the Trustee instead registered it as described in Section 4.1(f) of the Series 2022-1 Supplement. Such Series 2022-1 Class A-1 L/C Note is dated the Series 2022-1 Closing Date, is registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider requested, has a maximum principal amount equal to the L/C Commitment, had an initial outstanding principal amount equal to the Series 2022-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (unless it is an Uncertificated Note) was duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2022-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2022-1 Class A-1 L/C Note and shall be deemed to be Series 2022-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2022-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note. The L/C Provider and the Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Issuer by the L/C Provider) (an “Application”), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration date of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2022-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2022-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the 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 (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Issuer shall pay to the L/C Provider the L/C Quarterly Fees (as defined in the Series 2022-1 Class A-1 Notes Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2022-1 Class A-1 Notes Fee Letter and subject to the Priority of Payments. (e) [Reserved]. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (g) The Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2022-1 Class A-1 Note Advances and the L/C Commitment does not exceed the aggregate amount of the Commitments. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate, and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate, and the issuance of such Letter of Credit, a Person selected by the Issuer (at the expense of the L/C Provider) shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) or such other Person selected by the Issuer (at the expense of the L/C Provider), in each case in its capacity as the issuer of such Letter of Credit being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “A-2” (or then equivalent grade) from S&P and (ii) a long-term unsecured debt rating of not less than “BBB” (or then equivalent grade) from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary or beneficiaries of such proposed Letter of Credit. Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Issuer in order to have any letter of credit issued by a Person selected by the Issuer pursuant to this Section 2.07(h) or Section 5.17 of the Base Indenture be a “Letter of Credit” that has been issued hereunder and such Person selected by the Issuer be an “L/C Issuing Bank”. If any Letter of Credit issued by an L/C Provider hereunder in favor of an insurance or other similar provider to any Wingstop Entity no longer satisfies such provider’s criteria for an eligible or otherwise conforming letter of credit for its particular purpose, the Issuer may select an alternative Person to issue a replacement for such Letter of Credit; provided that such Person and issuance of such replacement Letter of Credit satisfies the L/C Issuing Bank Rating Test, and such L/C Provider shall reasonably cooperate with the Issuer in connection with the termination and replacement of such Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timezero. 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 which that is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) . Each Letter of Credit shall be subject issued to support obligations of Company incurred in the ordinary course of its business. It shall be a condition precedent to the Uniform Customs andobligation of the Issuing Lender to issue each Letter of Credit that the Lease/Purchase Documents shall have been amended, if necessary, to (i) provide a method for the extent not inconsistent therewithCompany to utilize such Letter of Credit,(ii) ensure that the Borrower will remain in compliance with Section 7.1(d, and (iii) make such other changes (including, without limitation, to provide for the laws funding of cash collateral upon the State occurrence of New Yorkan Event of Default as and when required by Section 8 hereof), in each case in a manner acceptable to the Administrative Agent. (cb) 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 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, Chemical or an affiliate thereof as specified on Schedule 3.1, as Issuing Bank, issued the letters of credit described in Schedule 3.1 (the "Existing Letters of Credit"). Subject to the terms and conditions hereof, NationsBank or an Affiliate, as Issuing Bank, agrees, and other Lenders designated by the Issuing LenderCompany with the consent of the Documentation Agent and the Administrative Agent may agree, in each case in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a), agrees to issue letters of credit (together with the Existing Letters of Credit, "Letters of Credit") for the account of the Borrower Company on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing LenderBank; provided that the Issuing Lender Bank shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the Aggregate Outstanding Revolving Extensions of Credit would exceed the lesser of (A) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or then in effect and (iiiB) the aggregate principal amount excess of L/C Obligations, Revolving Credit Loans and Overdraft Advances the Borrowing Base then outstanding would exceed the Revolving Credit Commitments at such timein effect over Permitted Senior Indebtedness. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued to support obligations of the Company and its Subsidiaries, contingent or otherwise, arising in the ordinary course of business or (y) a documentary letter of credit in respect of the purchase of goods or services by the Company and its Subsidiaries in the ordinary course of business and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timezero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) except as provided in Section 3.1(b) below, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which that is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) Each If requested by the Borrower, the Issuing Lender agrees to issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Termination Date, based upon the Borrower’s agreement to cash collateralize the L/C Obligations in accordance with Section 3.9. If the Borrower fails to cash collateralize the outstanding L/C Obligations in accordance with the requirements of Section 3.9, each outstanding Letter of Credit shall automatically be subject deemed to be drawn in full on such date and the Uniform Customs and, to the extent not inconsistent therewith, the laws reimbursement obligations of the State Borrower set forth in Section 3.5 shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of New YorkSection 3.9. (c) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Lender and the Lenders, pursuant to the Guarantee and Collateral Agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 3.1(b) or Section 3.9. Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “L/C Cash Collateral Account”). All interest on such cash collateral shall be paid be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (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 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, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C CommitmentSublimit, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or or, (iii) the aggregate principal outstanding amount of the L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding Obligations of the applicable Issuing Lender (determined for such purpose without giving effect to the participations therein of the L/C Participants pursuant to Section 3.4) would exceed such Issuing Lender’s L/C Commitment (unless such Issuing Lender has consented thereto) or (iv) after the occurrence and during the continuance of a Partial Trigger Event if after giving effect to such Letter of Credit, the Total Revolving Extensions of Credit Commitments at such timewould exceed $100,000,000. 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 which that is five (5) Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above, except to the extent that the Issuing Lender has approved of such expiration date and the outstanding amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Issuing Lender). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaw or (ii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 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"”) for the account of the Borrower on any Business Day during from the Effective Date until the Extending Revolving Credit Commitment Period Termination Date in such form as may be approved from time to time by the such Issuing Lender; provided provided, that the no Issuing Lender shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timezero. 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 which is five Business Days prior to the Scheduled Extending 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) Each Notwithstanding the foregoing, (i) no Letter of Credit shall be subject issued the Stated Amount of which, when added to the Uniform Customs andL/C Obligations then outstanding (in each case exclusive of Payment Amounts which are repaid on the date of, and prior to the extent not inconsistent therewithissuance of, the laws respective Letter of Credit) at such time would exceed (x) the L/C Commitment and (y) when added to the aggregate outstanding principal amount of all Revolving Credit Loans and all Swing Line Loans then outstanding, the Total Revolving Credit Commitment; and (ii) no Extending Letter of Credit shall be issued the Stated Amount of which, when added to the sum of (I) the Aggregate Extending Percentage of L/C Obligations then outstanding (exclusive of (A) Extending L/C Obligations then outstanding and (B) Payment Amounts relating to Extending Letters of Credit which are repaid on the date of, and prior to the issuance of, the respective Extending Letter of Credit), (II) the aggregate amount of Extending L/C Obligations then outstanding (exclusive of Payment Amounts which are repaid on the date of, and prior to the issuance of, the respective Extending Letter of Credit), (III) the Aggregate Extending Percentage of the State aggregate outstanding principal amount of New Yorkall Swing Line Loans then outstanding and (IV) the aggregate outstanding principal amount of all Extending Revolving Credit Loans, would exceed the Total Extending Revolving Credit Commitment. (c) The It is acknowledged and agreed that with respect to each of the Letters of Credit which were issued under this Agreement prior to the Fourth Amendment Effective Date and which remain outstanding on the Fourth Amendment Effective Date, from and after the Fourth Amendment Effective Date, with respect to all such Letters of Credit and any related Payment Amount there shall be an automatic adjustment to the participations held by each Lender thereunder pursuant to this Section 3.1(c), so that the undivided participation and interest of the Lenders in each such Letter of Credit and any related Payment Amount is divided ratably between the Non-Extending Revolving Credit Commitments and the Extending Revolving Credit Commitments, and among Lenders with Non-Extending Revolving Credit Commitments ratably in proportion to each such Lender’s Non-Extending Revolving Credit Percentage and among Lenders with Extending Revolving Credit Commitments ratably in proportion to each such Lender’s Extending Revolving Credit Percentage. (d) No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender 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, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) during the Availability Period for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Total Revolving Extensions of Credit would exceed the L/C CommitmentLine Cap, (ii) subject to the aggregate amount authority of the Available Revolving Credit Commitments would be less than zero or (iii) Administrative Agent, in its sole discretion, to make Protective Advances pursuant to the aggregate principal amount terms of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timeSection 2.3. 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 (or such longer period as agreed to by the applicable Issuing Lender in its sole discretion) and (y) the date which that is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) aboveabove unless such Letter of Credit has been cash collateralized or other arrangements backstopping such Letter of Credit have been made, in each case, reasonably satisfactory to the Issuing Lender). (b) Each Letter . No more than 20 Letters of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New Yorkoutstanding at any time. (ca) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if the issuance of such issuance Letter of Credit would (i) result in such Issuing Lender’s L/C Obligations exceeding such Lender’s L/C Commitment, (ii) violate one or more policies of the Issuing Lender applicable to letters of credit generally or (iii) conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower may from time to time request that an Issuing Lender issue Letters of Credit in excess of such Issuing ▇▇▇▇▇▇’s L/C Commitment in effect at the time of such request, and each Issuing ▇▇▇▇▇▇ agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Lender in excess of its L/C Commitment then in effect shall nonetheless constitute a Letter of Credit for all purposes of this Agreement, and shall not affect the L/C Commitment of any other Issuing Bank. (b) 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, the Issuing LenderLenders, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees agree to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower (and on behalf of the Borrower or any Subsidiary or Homebuilding Joint Venture) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing LenderLenders acting reasonably; provided that the no Issuing Lender shall not have any obligation be obligated to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of such Issuing Lender would exceed the amount set forth under the heading “Amount of L/C Commitment” next to such Issuing Lender’s name on Schedule 1.1A attached hereto, (ii) the L/C Obligations would exceed the L/C Commitment, Commitment or (iiiii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timezero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $5,000 (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 which that is five Business Days prior to 364 days after the Scheduled Revolving Credit Termination Date, provided (A) 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 (B) at least 90 days prior to the Termination Date, Borrower shall to the extent of the balance, replace outstanding Letters of Credit with letters of credit issued pursuant to another facility and/or deposit an amount equal to 100% of such balance in cash in a cash collateral account established with Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to Administrative Agent. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timezero. Each Letter of Credit shall (iA) be denominated in Dollars Dollars, (B) have a face amount of at least $500,000 (unless otherwise agreed by the Issuing Lender) and (iiC) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which that is five Business Days prior to the Scheduled Latest Applicable 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) 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 (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaw or (ii) the conditions set forth in Section 5.3 are not satisfied. (c) Notwithstanding anything to the contrary contained in this Section 3.1, the Issuing Lender shall not be obligated to issue any Letter of Credit at a time when any other Lender is a Defaulting Lender, unless the Issuing Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Lender to eliminate the Issuing Lender’s Fronting Exposure (after giving effect to Section 2.27(c)) with respect to any such Defaulting Lender, including the delivery of Cash Collateral.

L/C Commitment. (a) Subject On or after the Acquisition Effective Date, subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(aSection 3.8(a), agrees to issue standby letters of credit ("“Letters of Credit"”) not to exceed the L/C Commitment for the account of the Borrower on any Business Day during the Revolving Credit Commitment Availability Period in such form as may be approved from time to time by the such Issuing Lender, with the face amount of any outstanding Letters of Credit (and, without duplication, any unpaid L/C Disbursement in respect thereof) reducing the Available Revolving Commitments on a Dollar-for-Dollar basis by the Dollar Amount thereof; provided that the no Issuing Lender shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the such Issuing Lender’s Available Revolving Credit Commitments would be less than zero zero, or (iii) subject to Section 1.3 and 4.2(d), such issuance would cause the aggregate principal amount Dollar Amount of any Lender’s Revolving Credit Exposure and L/C ObligationsExposure, Revolving Credit Loans and Overdraft Advances then outstanding would in each case denominated in Foreign Currencies, to exceed the Revolving Credit Commitments at such timeForeign Currency Sublimit. Each Letter of Credit shall (i) be denominated in Dollars an Agreed Currency and (ii) expire no later than the earlier of (xA) the first anniversary of its date of issuance (unless otherwise agreed by the applicable Issuing Lender) and (yB) the date which that is five (5) Business Days prior to the Scheduled Revolving Credit Termination Date, ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred automatic renewals pursuant to in clause (y) aboveSection 3.6(b). (b) . Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the governed by laws of the State of New YorkYork (unless the laws of another jurisdiction are agreed to by the respective Issuing Lender). It is hereby acknowledged and agreed that each of the letters of credit described in Schedule 3.5 of the Disclosure Letter shall constitute a “Letter of Credit” for all purposes of this Agreement on the Acquisition Effective Date and shall be deemed issued under this Agreement on the Acquisition Effective Date. (cb) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing the Letter of Credit, or any Requirements of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it and (iii) the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally. No Primary Issuing Lender shall be obligated to issue Letters of Credit in an aggregate face amount in excess at any time outstanding of the Primary Issuing Lender L/C Sublimit.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue (or cause its Applicable Lending Office to issue) letters of credit and, with the consent of such Issuing Lender, letters of guarantee ("Letters each a “Letter of Credit"”) under the Domestic Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Credit Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderpurpose thereof; provided provided, that the (i) no Applicable Account Party shall request, and no Issuing Lender shall not have any obligation be required to issue (or cause its Applicable Lending Office to issue), any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Obligations Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C CommitmentSublimit then in effect, (C) the Total Consolidated GMF Exposure would exceed $2 billion or (D) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Total Domestic Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total Domestic Commitments then in effect and (ii) the aggregate amount Company shall be jointly and severally liable with respect to each Letter of Credit issued for the Available Revolving Credit Commitments would be less account of an Applicable Account Party (other than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timeCompany). Each Letter of Credit shall (ix) be denominated in Dollars or any Optional Currency and (iiy) expire no later than the earlier of (xA) the first anniversary of its date that is one year after the date of issuance of such Letter of Credit and (yB) the date which is five Business Days prior to the Scheduled Revolving Credit Termination DateDate of such Issuing Lender then in effect; provided, provided that any Letter of Credit with a one-year term or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (yB), unless and to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) or (2) continue past such date referred to in the foregoing clause (B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if 509265-1725-14038-Active.16362140 requested by the relevant Issuing Lender; provided, further, that, upon request of the Company and with the consent of the relevant Issuing Lender, a Letter of Credit may have a tenor of longer than one year so long as such Letter of Credit does not extend beyond the date referred to in clause (B) above (or, to the extent such Letter of Credit does extend beyond such date, it is in compliance with the parenthetical in clause (1) above). Any such Collateralization of a Letter of Credit provided by a Loan Party or Applicable Account Party, as applicable, with respect to a Letter of Credit, together with accrued interest or earnings thereon, shall be terminated and (to the extent not applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall be released to the Loan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor. (b) 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 No Issuing Lender shall not at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(aSection 3.04(a), agrees to issue letters of credit ("Letters of Credit") for the account of the Borrower Borrowers on any Business Day Day, during the period from and including the Closing Date to the earlier of (v) the date that is 30 days prior to the 2024 Extended Revolving Credit Termination Date and (w) the termination of the Revolving Credit Commitment Period Commitments in accordance with the terms hereof, in such form as may be approved from time to time by the such Issuing Lender; provided provided, that the no Issuing Lender shall not have any obligation to issue any Letter of Credit if, immediately after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or zero, (iii) the aggregate principal amount Revolving Extensions of Credit of any Lender would exceed such ▇▇▇▇▇▇’s Revolving Credit Commitment or (iv) the L/C Obligations, Revolving Obligations in respect of all Letters of Credit Loans and Overdraft Advances then outstanding issued by such Issuing Lender would exceed the Revolving Credit Commitments at such timeIssuing ▇▇▇▇▇▇’s Fronting Cap. 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 which is five Business Days prior to the Scheduled Revolving Credit Termination Date, ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Unless otherwise agreed by the applicable Issuing Lender, Letters of Credit issued shall only be standby Letters of Credit. All Amendment No. 14 Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Amendment No. 14 Effective Date shall be subject to and governed by the terms and conditions hereof. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender 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, the each Issuing Lender, in reliance on the agreements of the other Tranche 1 Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the relevant Borrower on any Business Day during before the Revolving Credit Commitment Period fifth Business Day prior to the Termination Date in such form as may be approved from time to time by the relevant Issuing Lender; provided that the such Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Revolving Extensions of Credit of the Tranche 1 Lenders outstanding at such time would exceed the aggregate amount of Tranche 1 Revolving Commitments would be less than zero or in effect at such time, (iii) the aggregate principal amount Total Revolving Extensions of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding denominated in Canadian Dollars would exceed the Canadian Dollar Equivalent of US$150,000,000 or (iv) the Total Revolving Extensions of Credit Commitments at such timedenominated in Euros would exceed the Euro Equivalent of US$200,000,000. Each Letter of Credit shall (i) be denominated denominated, at the relevant Borrower’s option, in US Dollars, Euros 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 which that is five Business Days prior to the Scheduled latest Termination Date under the Tranche 1 Revolving Credit Termination DateCommitments, 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) 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 An Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) On the date on which a Change of Control shall occur, the relevant Borrower shall, with respect to outstanding L/C Obligations, deposit in a non-interest bearing account opened by the Administrative Agent, an amount of cash equal to such outstanding L/C Obligations, which amount held in such account shall be held as collateral security for such Borrower’s Obligations with respect to the related Letters of Credit, and any remaining amounts in such account, after satisfaction of all Obligations in respect of such L/C Obligations, shall be returned to such Borrower.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit and, with the consent of such Issuing Lender, letters of guarantee ("Letters each a “Letter of Credit"”) under the Domestic Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Credit Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderpurpose thereof; provided provided, that the (i) no Applicable Account Party shall request, and no Issuing Lender shall not have any obligation be required to issue issue, any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender's L/C Obligations Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C CommitmentSublimit then in effect, (C) prior to the Collateral Release Date, the Dollar Equivalent of the then Outstanding Amount of Covered Debt would exceed the Borrowing Base at such date or (D) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Total Domestic Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total Domestic Commitments then in effect and (ii) the aggregate amount Company shall be jointly and severally liable with respect to each Letter of Credit issued for the Available Revolving Credit Commitments would be less account of an Applicable Account Party (other than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timeCompany). Each Letter of Credit shall (ix) be denominated in Dollars or any Optional Currency and (iiy) expire no later than the earlier of (xA) the first anniversary of its date that is one year after the date of issuance of such Letter of Credit and (yB) the date which is five Business Days prior to the Scheduled Revolving Credit Termination DateDate of such Issuing Lender then in effect; provided, provided that any Letter of Credit with a one-year term or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (yB), unless and to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) above)or (2) continue past such date referred to in the foregoing clause (B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender. Any such Collateralization of a Letter of Credit provided by a Loan Party or Applicable Account Party, as applicable, with respect to a Letter of Credit, together with accrued interest or earnings thereon, shall be terminated and (to the extent not applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall be released to the Loan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor. (b) 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 No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) 3.1.1 Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving A Lenders set forth in Section 3.4.1, agrees to issue letters of credit ("Revolving A Letters of Credit") for the account of any Unrestricted Borrower on any Business Day from the Closing Date to but not including the Termination Date in such form as may be requested by the Parent Borrower (on its own behalf or on behalf of any Unrestricted Subsidiary Borrower) and approved from time to time by such Issuing Lender; provided, that no Issuing Lender shall issue, amend, extend or renew any Revolving A Letter of Credit if, after giving effect to such issuance, amendment, extension or renewal, (a) the Revolving A L/C Obligations would exceed the Aggregate Revolving A Commitment, (b) the sum of (i) the Outstanding Revolving A Credit Exposure and (ii) the Dollar Equivalent of the aggregate principal amount of Competitive Bid Loans made under the Revolving A Credit Facility, would exceed the Aggregate Revolving A Commitment and (c) the Outstanding Foreign Currency Credit Exposure would exceed $150,000,000. Each Revolving A Letter of Credit may be denominated in Dollars or any Optional Currency. 3.1.2 Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit B Lenders set forth in subsection 3.4(a)Section 3.4.2, agrees to issue letters of credit ("Revolving B Letters of Credit") for the account of the any Unrestricted Borrower on any Business Day during from the Revolving Credit Commitment Period Closing Date to but not including the Termination Date in such form as may be requested by the Parent Borrower (on its own behalf or on behalf of any Unrestricted Subsidiary Borrower) and approved from time to time by the such Issuing Lender; provided provided, that the no Issuing Lender shall not have issue, amend, extend or renew any obligation to issue any Revolving B Letter of Credit if, after giving effect to such issuance, amendment, extension or renewal, (a) the Revolving ▇ ▇/C Obligations would exceed the Aggregate Revolving B Commitment, (b) the sum of (i) the L/C Obligations would exceed the L/C Commitmentaggregate principal amount of outstanding Revolving B Credit Loans, (ii) the aggregate principal amount of the Available Revolving Credit Commitments would be less than zero or ▇ ▇/C Obligations and (iii) the Dollar Equivalent of the aggregate principal amount of L/C Obligationsthe Competitive Bid Loans made under the Revolving B Credit Facility, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Aggregate Revolving B Commitment or (c) the Outstanding Foreign Currency Credit Commitments at such timeExposure would exceed $150,000,000. Each Revolving B Letter of Credit shall be denominated in Dollars. 3.1.3 Prior to the Closing Date, each Issuing Lender has issued the relevant Existing Letter of Credit which, from and after the Closing Date, shall constitute a Letter of Credit for all purposes hereunder, subject to allocation in accordance with Section 3.1.5. 3.1.4 Each Letter of Credit shall (ia) be denominated in Dollars and a letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, contingent or otherwise, (iib) expire no on a date not later than one year after the earlier of (x) the first anniversary of its date of issuance thereof and (y) not later than the date which is five (5) Business Days prior to the Scheduled Revolving Credit Termination Specified Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods and (which shall in no event extend beyond the date referred to in clause (yc) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State in which the corporate headquarters of New York. (c) The the relevant Issuing Lender is located or such other jurisdiction as is acceptable to the relevant Issuing Lender. No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender 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, the Issuing Lender, in reliance on the agreements of the other Three-Year Revolving Credit Lenders set forth in subsection 3.4(aSection 2.11(a), agrees to issue letters of credit (together with the Existing Letters of Credit, the "Letters of Credit") for the account of the Borrower Company (and, on a joint and several basis, any applicable Subsidiary Borrower), on any Business Day during the Three-Year Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Sublimit or (ii) the aggregate amount of the Available Three-Year Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timezero. Each Letter of Credit shall (i) be denominated in Dollars or a Foreign Currency, (ii) have a face amount of at least $100,000 or the Foreign Currency Equivalent thereof (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 which that is five Business Days prior to the Scheduled Three-Year Revolving Credit Termination 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 in no event extend beyond the date referred to in clause (y) above). The letters of credit identified on Schedule 2.8 (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) 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 the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) The Issuing Lender may be replaced at any time by written agreement among the Company, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender. The Administrative Agent shall notify the Three-Year Revolving Lenders of any such replacement of the Issuing Lender. At the time any such replacement shall become effective, the Company shall pay all unpaid fees accrued for the account of the replaced Issuing Lender. From and after the effective date of any such replacement, (i) the successor Issuing Lender shall have all the rights and obligations of the Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term "Issuing Lender" shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a), agrees to continue under this Agreement for the account of the Parent Borrower the Existing Letters of Credit issued by it and to issue letters of credit ("the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit", collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Restricted Subsidiary on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any obligation to issue any no Letter of Credit shall be issued if, after giving effect to such issuance, (i) the L/C Obligations aggregate Extensions of Credit to the Borrowers would exceed the L/C Commitmentapplicable limitations set forth in subsection 2.1, (ii) the aggregate amount L/C Obligations in respect of the Available Revolving Letters of Credit Commitments would be less than zero exceed $20.035.0 million or (iii) the aggregate principal amount Aggregate Outstanding Credit of L/C Obligations, all the Revolving Credit Loans and Overdraft Advances then outstanding Lenders would exceed the Commitments of all the Revolving Credit Commitments at Lenders then in effect.; provided, further that in the event there is a Defaulting Lender as of the date of any request for the issuance of a Letter of Credit, no Issuing Lender shall be required to issue or arrange for such time. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than to the earlier of extent (x) the first anniversary Defaulting Lender’s Letter of its date Credit Exposure with respect to such Letter of issuance and Credit has not been reallocated pursuant to Section 4.15(d) or (y) the date which is five Business Days prior such Issuing Lender has not otherwise entered into arrangements reasonably satisfactory to it and Borrowers to eliminate its risk with respect to the Scheduled Revolving Credit Termination Date, provided that any participation in such Letter of Credit with a one-year term of the Defaulting Lender, which arrangements 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)include Borrowers cash collateralizing such Defaulting Lender’s Letter of Credit Exposure. (b) Each Letter of Credit shall be subject denominated in Dollars, in an aggregate principal amount no less than $50,000 and shall be either (i) a standby letter of credit issued to support obligations of the Uniform Customs Parent Borrower or any of its Restricted Subsidiaries, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower or its Restricted Subsidiaries, and for general corporate purposes, of the Parent Borrower or any of its Restricted Subsidiaries (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, or any of its Restricted Subsidiaries (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, to in the extent not inconsistent therewithcase of clause (B) below, the laws Administrative Agent, expire no later than the earlier of (A) one year after its date of issuance and (B) 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 the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.fifth

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Subsection 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit ("the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit", collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any obligation to issue any no Letter of Credit shall be issued if, after giving effect to such issuance, (i) the L/C Obligations aggregate Extensions of Credit to the Borrowers would exceed the L/C Commitmentapplicable limitations set forth in Subsection 2.1, (ii) the aggregate amount L/C Obligations in respect of the Available Revolving Letters of Credit Commitments would be less than zero exceed $300,000,000 or (iii) the aggregate principal amount Aggregate Outstanding Credit of L/C Obligations, all the Revolving Credit Loans and Overdraft Advances then outstanding Lenders would exceed the Commitments of all the Revolving Credit Commitments at such time. Each Letter of Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (ibut may, in its sole discretion) 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 which is five Business Days prior to the Scheduled Revolving Credit Termination Dateissue, provided that renew, amend or extend any Letter of Credit with a one-year term may provide for if (x) after giving effect thereto, the renewal thereof for additional one-year periods (which shall aggregate L/C Obligations in no event extend beyond the date referred to in clause respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) above).in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C. (b) Each Letter of Credit shall be subject denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Uniform Customs andTermination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date. (c) Notwithstanding anything to the extent contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not inconsistent therewithlater than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1. (d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation. (e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York. (c) The Issuing Lender , and to the extent not prohibited by such laws, the ISP shall not at any time be obligated apply to issue any each standby Letter of Credit hereunder if such issuance would conflict with, or cause and the Issuing Lender or any Uniform Customs shall apply to each Commercial L/C Participant C. The ISP shall not in any event apply to exceed any limits imposed by, any applicable Requirement of Lawthis Agreement.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a), Lender agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower (or, with the consent of the applicable Issuing Lender, any Group Member) on any Business Day during the Revolving Letter of Credit Commitment Availability Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed the Total L/C Commitment, (ii) the aggregate amount of Commitments at such time or the Available Revolving Credit Commitments would be less than zero at such time, or (iiiii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding an Overadvance would exceed the Revolving Credit Commitments exist at such time. Each Except as otherwise agreed by the Issuing Lender and the Administrative Agent in their sole discretion, 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 which is five Business Days prior to the Scheduled Revolving Letter of Credit Termination 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 (bii) 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 subject denominated in Dollars, or, in the sole discretion of the Issuing Lender with respect to the Uniform Customs andany particular Letter of Credit, to the extent not inconsistent therewithan alternative foreign currency. For purposes of this Agreement, the laws stated amount of any Letter of Credit issued in an alternative currency shall be converted into Dollars from time to time by the State Issuing Lender and upon any drawing under such Letter of New YorkCredit. (cb) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied (which notice shall contain a description of any such condition asserted not to be satisfied); (iv) any requested Letter of Credit is not in form and substance reasonably acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $25,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a4.4(a), agrees to issue standby letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the applicable Issuing Lender; provided that the an Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount such Issuing Lender’s Revolving Extensions of the Available Credit shall exceed its Revolving Credit Commitments would be less than zero Commitment or (iii) the aggregate principal amount of L/C Obligations, Aggregate Revolving Credit Loans and Overdraft Advances then outstanding Outstandings would exceed the Aggregate Revolving Credit Commitments at such timeCommitments. 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 which that is five one Business Days Day prior to the Scheduled Revolving Credit Termination 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 applicable 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) 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 No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender 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, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Credit Lenders Committed Note Purchasers set forth in subsection 3.4(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit ("each, a “Letter of Credit” and, collectively, the “Letters of Credit"”) for the account of either or both of the Borrower IssuerCo-Issuers on any Business Day during the Revolving Credit period commencing on the Series 2019-3 Closing Date and ending on the date that is ten 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 the Issuing LenderL/C Provider; provided that the Issuing Lender L/C Provider shall not have any no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of Series 2019-3 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Credit Commitments would be less than zero Series 2019-3 Class A-1 Notes Maximum Principal Amount or (iii) the aggregate principal amount of Series 2019-3 Class A-1 Outstanding Principal Amount attributable to the L/C Obligations, Revolving Credit Loans Provider (in its capacity as Committed Note Purchaser and Overdraft Advances then outstanding L/C Provider) would exceed the Revolving Credit Commitments at such timeits Commitment 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, together with a reasonable administrative fee to be agreed upon) and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date which that is five ten (10) Business Days prior to the Scheduled Revolving Credit Commitment Termination Date (the “Required Expiration Date, ”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof 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 to (or no later than the applicable notice date, if earlier, as specified in clause (ysuch Letter of Credit) above). (b) Each that such Letter of Credit shall not 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 renewed; provided further that any Letter of Credit hereunder if such issuance would conflict with, or cause may have an expiration date that is later than the Issuing Lender or any Required Expiration Date so long as either (x) the Undrawn L/C Participant Face Amount with respect to exceed any limits imposed bysuch Letter of Credit has been fully cash collateralized by the IssuerCo-Issuers in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, any applicable Requirement arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of LawCredit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower or (so long as the Borrower is a co-applicant with respect to any such Letter of Credit) any of its Restricted Subsidiaries on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations (including the Dollar Equivalent of any L/C Obligations outstanding in any currency other than Dollars) would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timezero. Each Letter of Credit shall (i) be denominated in Dollars or another L/C Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which that is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) The parties hereto agree that, on the Closing Date, the Existing Letters of Credit will automatically, without any further action on the part of any Person, be deemed to be Letters of Credit on the Closing Date for the account of the Borrower. Without limiting the foregoing, on the Closing Date, (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 Revolving 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, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders L/C Participants set forth in subsection Section 3.4(a), agrees to issue standby letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during from the Closing Date through but not including the date five (5) Business Days prior to the Revolving Credit Commitment Period Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall not have any no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero Commitment or (iiib) 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, Revolving Credit Loans and Overdraft Advances then outstanding Obligations would exceed the Revolving Credit Commitments at such timeCommitment. Each Letter of Credit shall (i) be denominated in Dollars and a Permitted Currency, (ii) be in a minimum amount of Twenty-Five Thousand Dollars ($25,000) (or, with respect to any Alternative Currency Letter of Credit, the equivalent amount thereof in any Alternative Currency based on the Dollar Amount of such amount as determined by the Administrative Agent on the day which is two Business Days prior to the issuance of such Alternative Currency Letter of Credit), (iii) 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, (iv) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (xA) one (1) year after the first anniversary date of its date of issuance and or (yB) the date which is five (5) Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods Maturity Date and (which shall in no event extend beyond the date referred to in clause (yv) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of 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 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, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of 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 the such Issuing Lender; provided that the such Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of such Issuing Lender would exceed the L/C CommitmentCommitment of such Issuing Lender then in effect, or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timezero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) except as provided in Section 3.1(b) below, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which that is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) Each If requested by a Borrower, each Issuing Lender agrees to issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Termination Date, based upon agreement of the applicable Borrower to cash collateralize the L/C Obligations in accordance with Section 3.9. If such Borrower fails to cash collateralize the outstanding L/C Obligations in accordance with the requirements of Section 3.9, each outstanding Letter of Credit shall automatically be subject deemed to be drawn in full on such date and the Uniform Customs and, to the extent not inconsistent therewith, the laws reimbursement obligations of the State such Borrower set forth in Section 3.5 shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of New YorkSection 3.9. (c) The applicable Borrower shall grant to the Administrative Agent for the benefit of each Issuing Lender and the Lenders, pursuant to the Guarantee and Collateral Agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 3.1(b) or Section 3.9. Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “L/C Cash Collateral Account”). All interest on such cash collateral shall be paid to the applicable Borrower upon its request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to such Borrower. (d) No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing the Letter of Credit, or any law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date, which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it and which is not subject to indemnification obligations of the applicable Borrower hereunder or (iii) issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally. \\DC - 036150/000014 - 15261895 v8 (e) Unless otherwise expressly agreed by the applicable Issuing Lender and the applicable Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, no Issuing Lender shall be responsible to the Borrowers, and no Issuing Lender’s rights and remedies against the Borrowers shall be impaired by, any action or inaction of such Issuing Lender required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the law or any order of a jurisdiction where an Issuing Lender or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice. (f) In the event of any conflict between the terms hereof and the terms of any Application, the terms hereof shall control.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue standby and, if agreed to by the applicable Issuing Lender, commercial letters of credit ("Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Letter of Credit Commitment Period (provided, that until the Total Term Loan Extensions of Credit equals the Total Term Loan Commitments, Letters of Credit shall not be available to the Borrower hereunder) in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or zero, (iii) if such issuance is prior to the aggregate principal amount Debt Service Availability Date, the Total Revolving Extensions of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed an amount equal to the difference between (x) the Total Revolving Credit Commitments at such timetime and (y) $31,509,475 (or, during such times as the conditions set forth in Section 3.3.22 of the Disbursement Agreement have not been satisfied or waived, $36,509,475), (iv) if such issuance is during the Additional Completion Period, the Total Revolving Extensions of Credit would exceed an amount equal to the difference between (x) the Total Revolving Credit Commitments at such time and (y) $3,000,000 (or, during such times as the conditions set forth in Section 3.3.22 of the Disbursement Agreement have not been satisfied or waived, $8,000,000) or (v) if such issuance is during such times as the conditions set forth in Section 3.3.22 of the Disbursement Agreement have not been satisfied or waived, the Total Revolving Extensions of Credit would exceed an amount equal to the difference between (x) the Total Revolving Credit Commitments at such time and (y) $5,000,000. Each Letter of Credit shall (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 which is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal 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) 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 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, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(aSection 3.8(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timezero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which that is five Business Days prior to the Scheduled Revolving Credit Termination Date, ; provided that any Letter of Credit with a term not greater than 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) aboveaccordance with Section 3.5(b). (b) Each The Issuing Lender shall send a request for approval of renewal of any renewable Letter of Credit shall be subject to the Uniform Customs and, Administrative Agent no later than the earlier of (a) thirty days prior to the extent not inconsistent therewith, the laws anniversary date of the State date of New Yorkthe issuance of such Letter of Credit and (b) thirty days prior to any non-renewal notice date set forth in such Letter of Credit. If the Administrative Agent confirms that such renewal would not, after giving effect to such renewal, cause the Available Revolving Commitments to be less than zero (such confirmation to be delivered by the Administrative Agent to the Issuing Lender not less than twenty (20) days prior to (x) the anniversary date of the date of issuance of such Letter of Credit (in the event that Issuing Lender sent to the Administrative Agent the applicable request for confirmation pursuant to clause (a) of the immediately preceding sentence) or (y) the non-renewal notice date set forth in such Letter of Credit (in the event that the Issuing Lender sent to the Administrative Agent the applicable request for approval pursuant to clause (b) of the immediately preceding sentence). Notwithstanding the foregoing, in no event shall the term of any such renewed Letter of Credit extend beyond the date that is five Business Days prior to the Revolving Termination Date. (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 the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (d) Notwithstanding anything to the contrary contained herein, no Letter of Credit may expire after January 27, 2013 if, after giving effect thereto, the aggregate Revolving Commitments of the Extending Lenders (including any Assuming Lenders) for the period following January 27, 2013 would be less than the available amount of the Letters of Credit expiring after January 27, 2013.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a), agrees to continue under this Agreement for the account of the Parent Borrower the Existing Letters of Credit issued by it and to issue letters of credit ("the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit", collectively, the “Letters of Credit”) for the account of the applicable Borrower on any Business Day during the Revolving Credit Commitment Period but in no event later than the 30th day prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any obligation to issue any no Letter of Credit shall be issued if, after giving effect to such issuance, (i) (A) aggregate Canadian Facility L/C Obligations shall exceed $50,000,000 or (B) the aggregate Extensions of Credit to the U.S. Borrowers, the Canadian Borrowers or the Borrowers would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent or the Canadian Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars or any Designated Foreign Currency on the date on which the applicable Borrower has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)), (ii) the L/C Obligations in respect of Letters of Credit would exceed the L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero $200,000,000 or (iii) the aggregate principal amount Aggregate Outstanding Credit of L/C Obligations, all the Revolving Credit Loans and Overdraft Advances then outstanding Lenders would exceed the Commitments of all the Revolving Credit Commitments at such timeLenders then in effect. Each Letter of Credit shall (i) be denominated in Dollars, Canadian Dollars or any other Designated Foreign Currency requested by the applicable Borrower and shall be either (A) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Subsidiaries, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”), or (B) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower or any of its Subsidiaries in the ordinary course of business (a “Commercial L/C”), and (ii) unless otherwise agreed by the Administrative Agent or the Canadian Agent, as applicable, expire no later than the earlier of (xA) the first anniversary of one year after its date of issuance and (yB) the date which is five Business Days 10th day prior to the Scheduled Revolving Credit Termination Date, provided that any in the case of Standby Letters of Credit (subject, if requested by the applicable Borrower and agreed to by the Issuing Lender, to auto-renewals for successive periods not exceeding one year and ending prior to the 10th day prior to the Termination Date), or (A) 180 days after its date of issuance and (B) the 30th day prior to the Termination Date, in the case of Commercial Letters of Credit. Each Letter of Credit issued by the U.S. Facility Issuing Lender shall be deemed to constitute a utilization of the U.S. Facility Commitments and each Letter of Credit issued by the Canadian Facility Issuing Lender shall be deemed to constitute a utilization of the Canadian Facility Commitments, and shall be participated in (as more fully described in following subsection 3.4) by the U.S. Facility Lenders or the Canadian Facility Lenders, as applicable, in accordance with a one-year term may provide their respective U.S. Facility Commitment Percentages or Canadian Facility Commitment Percentages, as applicable. All Letters of Credit issued under the U.S. Revolving Credit Facility shall be denominated in Dollars or in the respective Designated Foreign Currency requested by the applicable U.S. Borrower and shall be issued for the renewal thereof account of the applicable U.S. Borrower. All Letters of Credit issued under the Canadian Revolving Credit Facility shall be denominated in Canadian Dollars requested by the applicable Borrower and shall be issued for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)account of the applicable Borrower. (b) Each Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, 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. All Letters of Credit shall be issued on a sight basis only. (c) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender 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, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a5.4(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or zero, (iii) the Dollar Equivalent of the aggregate outstanding principal amount of Multicurrency Loans, Local Currency Loans and L/C Obligations, Revolving Obligations attributable to Letters of Credit Loans and Overdraft Advances then outstanding denominated in any currency other than Dollars would exceed the Revolving Multicurrency Sublimit, (iv) the L/C Obligations in respect of all Letters of Credit Commitments issued by such Issuing Lender would exceed its Issuing Lender Commitment or (v) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the Issuing Lender with the Borrower or such timeLender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to subsection 2.19(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure. Each Letter of Credit shall (i) be denominated in Dollars and or any Available Foreign Currency or any other currency acceptable to the Issuing Lender, (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire (or be subject to termination by notice from the Issuing Lender to the beneficiary thereof) no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which that is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) Letters of Credit issued under the Existing Credit Facilities and outstanding on the Closing Date shall be deemed to be issued under this Agreement on the Closing Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of 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 the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the aggregate L/C Obligations would exceed the aggregate L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding Obligations of such Issuing Lender would exceed the Revolving Credit Commitments at such timeIssuing Lender’s L/C Commitment; provided further that Barclays Bank PLC shall only be required to issue standby Letters of Credit. Each Letter of Credit shall (i) be denominated in Dollars an Agreed Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which that is five Business Days prior to the Scheduled Revolving Termination Date unless such Letter of Credit Termination Date, is cash collateralized or backstopped on terms reasonably satisfactory to the applicable 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) aboveabove unless such Letter of Credit is cash collateralized or backstopped on terms reasonably satisfactory to the applicable Issuing Lender). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (ca) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance (i) would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (ii) would violate one or more policies of such Issuing Lender applicable to letters of credit generally or (iii) except as otherwise agreed by the Administrative Agent and such Issuing Lender, such Letter of Credit is in an initial amount less than $250,000.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a), Bank agrees to issue or amend letters of credit ("including Letters of Credit payable by acceptance of a Time Draft as described in subsection 3.9) (“Letters of Credit"”, which shall include the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder) for the account of the Borrower Company on any Business Day during the Revolving Credit Commitment Period in such form as may shall be approved from time reasonably acceptable to time by the such Issuing LenderBank; provided that the Issuing Lender shall not have any obligation to issue any no Letter of Credit shall be issued or amended if, after giving effect to such issuance, thereto (i) the aggregate amount of the Revolving Exposures would exceed the aggregate amount of the Commitments, (ii) the aggregate US Dollar Equivalent Amount of the L/C Obligations would exceed $50,000,000, (iii) the aggregate US Dollar Equivalent Amount of the L/C CommitmentObligations attributable to Letters of Credit issued by any Issuing Bank would exceed the L/C Commitment of such Issuing Bank (unless such Issuing Bank shall have agreed to issue one or more Letters of Credit that would result in such an excess), (iiiv) the aggregate US Dollar Equivalent Amount of L/C Obligations in respect of Standby Letters of Credit would exceed $25,000,000, (v) the aggregate amount of the Available Revolving Credit Commitments Foreign Currency Exposure would be less than zero exceed the Available Foreign Currency Exposure Cap or (iiivi) in the aggregate principal amount event an Extension Permitted Amendment shall have become effective as provided in subsection 2.15, the portion of the L/C Obligations, Revolving Obligations attributable to Letters of Credit Loans and Overdraft Advances then outstanding would expiring after the Maturity Date in effect prior to such Extension Permitted Amendment shall not exceed the Revolving Credit aggregate Commitments at such time. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than that have been extended to a date after the earlier of (x) the first anniversary of its expiration date of issuance and (y) the date which is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter last 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)such Letters of Credit. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit L/C Tranche Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit and bank guarantees ("Letters each a “Letter of Credit"”) under the L/C Tranche Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Credit Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderpurpose thereof; provided provided, that the (i) no Applicable Account Party shall request, and no Issuing Lender shall not have any obligation be required to issue issue, any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender's L/C Obligations Issuing Commitment then in effect, (B) the Total L/C Tranche Extensions of Credit would exceed the Total L/C CommitmentTranche Commitment then in effect, (C) prior to the Collateral Release Date, the Dollar Equivalent of the then Outstanding Amount of Covered Debt would exceed the Borrowing Base at such date, (D) the Total Consolidated GMF Exposure would exceed $4 billion or (E) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Total L/C Tranche Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total L/C Tranche Commitments then in effect and (ii) the aggregate amount Company shall be jointly and severally liable with respect to each Letter of Credit issued for the Available Revolving Credit Commitments would be less account of an Applicable Account Party (other than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timeCompany). Each Letter of Credit shall (ix) be denominated in Dollars or any Optional Currency and (iiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date which that is one year after the date of 509265-1725-11432-13209999 issuance of such Letter of Credit and (B) five Business Days prior to the Scheduled Revolving Credit Termination DateDate of such Issuing Lender then in effect; provided, provided that any Letter of Credit with a one-year term or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (yB), unless and to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) above)or (2) continue past such date referred to in the foregoing clause (B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender. Any such Collateralization of a Letter of Credit provided by a Loan Party or Applicable Account Party, as applicable, with respect to a Letter of Credit, together with accrued interest or earnings thereon, shall be terminated and (to the extent not applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall be released to the Loan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor. (b) 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 No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender 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, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period other than the last ten (10) Business Days thereof in such form as may be approved acceptable from time to time by to the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount Available Commitment of the Available Revolving Credit Commitments any Lender would be less than zero or (iii) the sum of the Aggregate Outstanding Revolving Extensions of Credit of all the Lenders plus the aggregate principal amount of L/C Obligations, Revolving Credit all outstanding Competitive Loans and Overdraft Advances then outstanding would shall exceed the Revolving Credit Commitments at such time. aggregate Commitments. (b) Each Letter of Credit shall (i) shall be denominated in Dollars and Dollars, (ii) shall be available by sight payment (rather than by acceptance, by deferred payment or by negotiation), (iii) 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 (iv) shall expire no later than the earlier of ten (x10) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (bc) Each Letter of Credit shall be subject to the Uniform Customs or the ISP and, to the extent not inconsistent therewith, the laws of the State of New York. (cd) 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 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, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) (x) upon the request of the U.S. Borrower, for the account of the Borrower U.S. Borrower, any Domestic Subsidiary or any Canadian Subsidiary, in each case on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the L/C Obligations in respect of Letters of Credit issued by it would exceed $20,000,000, (iii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iiiiv) with respect to any Lender, the sum of (x) the Swingline Exposure of such Lender (in its capacity as the Swingline Lender (if applicable) and a Revolving Lender), (y) the aggregate principal amount of the Dollar Equivalent of the outstanding Revolving Loans made by such Lender and (z) the L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding Exposure of such Lender would exceed the its Revolving Credit Commitments at such timeCommitment then in effect. Each Letter of Credit shall (i) (x) be denominated in Dollars or an Acceptable Foreign Currency and (iiy) expire no later than the earlier of (x1) the first anniversary of its date of issuance and (y2) the date which that is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y2) above); provided further that any Letter of Credit may (notwithstanding clause (2) or the immediately preceding proviso above) expire after the date that is five Business Days prior to the Revolving Termination Date so long as the Issuing Lender has approved such expiration date and such Letter of Credit is cash collateralized or otherwise backstopped in a manner reasonably acceptable to the Issuing Lender at least eight Business Days prior to the Revolving Termination Date. (b) Each Subject to the terms and conditions hereof, each Existing Letter of Credit shall, effective as of the Restatement Effective Date, and without further action by any Borrower, be continued as a Letter of Credit hereunder, and from and after the Restatement Effective Date shall be deemed to be a Letter of Credit for all purposes hereof and shall be subject to and governed by the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New Yorkterms and conditions hereof. (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 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, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timezero. 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 which is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Upon satisfaction of all conditions precedent to the initial Loan hereunder, without any further action on the part of the Borrower, the Issuing Lender, the Administrative Agent or any L/C Participant, (i) each of the letters of credit listed on Schedule 3.1 hereto (the "Existing L/Cs") previously issued for the account of the Borrower shall be deemed for all purposes of this Agreement to be issued hereunder, (ii) each application and agreement for letter of credit pursuant to which each Existing L/C was issued shall be deemed for all purposes of this Agreement to be an Application, and (iii) all of the Borrower's indebtedness and liabilities to ▇▇▇▇▇▇ Trust and Savings Bank with respect to the Existing L/C shall be deemed to be L/C Obligations of the Borrower for all purposes of this Agreement and the other Loan Documents. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LenderBank, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a3.9(a), agrees to issue letters of credit ("Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the such Issuing LenderBank; provided that the no Issuing Lender Bank shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations at such time would exceed the L/C Commitment, (ii) the aggregate amount Standby Letter of the Available Revolving Credit Commitments Outstandings at such time would be less than zero or exceed $125,000,000, (iii) the Aggregate Revolving Credit Outstandings at such time would exceed the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such time. , (iv) in the case of Letters of Credit issued in currencies other than Dollars only, the L/C Obligations in respect of Letters of Credit issued in currencies other than Dollars would exceed the Foreign L/C Commitment Sublimit at such time, or (v) the Aggregate Outstanding Extensions of Credit at such time would exceed the Borrowing Base at such time. (b) Each Letter of Credit shall shall: (i) be denominated in Dollars or such other currency that as of the date of issuance thereof is in the reasonable judgment of the relevant Issuing Bank (which shall be binding on the L/C Participants) freely convertible or exchangeable into Dollars as the Borrower, the relevant Issuing Bank and the Administrative Agent may from time to time agree, and shall be either (A) a standby letter of credit issued to support obligations of the Borrower or a Subsidiary, contingent or otherwise, including, without limitation, except as provided in clause (e) hereof, to support letters of credit and the reimbursement obligations attendant thereto issued pursuant to or under the Existing DIP Agreement which are then outstanding on the Effective Date (a "Standby Letter of Credit"), or (B) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Borrower and its Subsidiaries in the ordinary course of business (a "Trade Letter of Credit"), and (ii) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Scheduled Revolving Termination Date (unless the Administrative Agent has received and maintains cash Collateral in an amount equal to 103% of the maximum amount available to be drawn under any such Letter of Credit for which the Borrower has requested an expiry date after the Termination Date, in which event the expiry of any such Letter of Credit may extend beyond the Termination Date) and (B) one year after the date of issuance thereof, provided that that, subject to clause (A) above, any Letter of Credit with a one-year term may provide for may, at the renewal request of the Applicant as set forth in the applicable Application, be automatically renewed on each anniversary of the issuance thereof for an additional one-period of one year periods (or less unless the Issuing Bank which issued such Letter of Credit shall have given at least sixty days prior written notice to the Borrower and the beneficiary of such Letter of Credit that such Letter of Credit will not be renewed, in no event extend beyond which case such Letter of Credit may, at the date referred option of the Borrower, provide that the beneficiary of such Letter of Credit will be entitled to in clause (y) above)draw on such Letter of Credit at any time during the thirty days prior to the expiry thereof. (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws law of the State Commonwealth of New YorkMassachusetts. (cd) The No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (e) On the Effective Date, all letters of credit and the reimbursement obligations attendant thereto issued by Fleet under the Existing DIP Agreement which are then outstanding shall be, from and after such date, deemed to be, and shall become for all purposes, Letters of Credit with Reimbursement Obligations attendant thereto issued pursuant to, and be outstanding under, this Agreement.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue (or cause its Applicable Lending Office to issue) letters of credit and, with the consent of such Issuing Lender, letters of guarantee ("Letters each a “Letter of Credit"”) under the Domestic Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Credit Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderpurpose thereof; provided provided, that the (i) no Applicable Account Party shall request, and no Issuing Lender shall not have any obligation be required to issue (or cause its Applicable Lending Office to issue), any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Obligations Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C Commitment, Sublimit then in effect or (C) sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Total Domestic Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total Domestic Commitments then in effect and (ii) the aggregate amount Company shall be jointly and severally liable with respect to each Letter of Credit issued for the Available Revolving Credit Commitments would be less account of an Applicable Account Party (other than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timeCompany). Each Letter of Credit shall (ix) be denominated in Dollars or any Optional Currency and (iiy) expire no later than the earlier of (xA) the first anniversary of its date that is one year after the date of issuance of such Letter of Credit and (yB) the date which is five Business Days prior to the Scheduled Revolving Credit Termination DateDate of such Issuing Lender then in effect; provided, provided that any Letter of Credit with a one-year term or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (yB), unless and to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) or (2) continue past such date referred to in the foregoing clause (B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender; provided, further, that, upon request of the Company and with the consent of the relevant Issuing Lender, a Letter of Credit may have a tenor of longer than one year so long as such Letter of Credit does not extend beyond the date referred to in clause (B) above (or, to the extent such Letter of Credit does extend beyond such date, it is in compliance with the parenthetical in clause (1) above). Any such Collateralization of a Letter of Credit provided by a Loan Party or Applicable Account Party, as applicable, with respect to a Letter of Credit, together with accrued interest or earnings thereon, shall be terminated and (to the extent not applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall be released to the Loan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor. (b) 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 No Issuing Lender shall not at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C CommitmentSublimit, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or zero, (iii) the aggregate principal outstanding amount of the L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding Obligations of the applicable Issuing Lender (determined for such purpose without giving effect to the participations therein of the L/C Participants pursuant to Section 3.4) would exceed such Issuing Lender’s L/C Commitment (unless such Issuing Lender has consented thereto) or (iv) after the occurrence and during the continuance of a Partial Trigger Event if after giving effect to such Letter of Credit, the Total Revolving Extensions of Credit Commitments at would exceed $100,000,000 (provided that, this clause (iv) shall not be a condition precedent with respect to the issuance of any Letter of Credit to the extent that such timeLetter of Credit is Cash Collateralized concurrently with the issuance thereof in an amount not less than the Minimum Collateral Amount). 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 which that is five (5) Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above, except to the extent that the Issuing Lender has approved of such expiration date and the outstanding amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Issuing Lender). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaw or (ii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LenderBank, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a3.9(a), agrees to issue letters of credit ("Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the such Issuing LenderBank; provided that the no Issuing Lender Bank shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations at such time would exceed the L/C Commitment, (ii) the aggregate amount Standby Letter of the Available Revolving Credit Commitments Outstandings at such time would be less than zero or exceed $125,000,000, (iii) the Aggregate Revolving Credit Outstandings at such time would exceed the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such time. , (iv) in the case of Letters of Credit issued in currencies other than Dollars only, the L/C Obligations in respect of Letters of Credit issued in currencies other than Dollars would exceed the Foreign L/C Commitment Sublimit at such time, or (v) the Aggregate Outstanding Extensions of Credit at such time would exceed the Borrowing Base at such time. (b) Each Letter of Credit shall shall: (i) be denominated in Dollars or such other currency that as of the date of issuance thereof is in the reasonable judgment of the relevant Issuing Bank (which shall be binding on the L/C Participants) freely convertible or exchangeable into Dollars as the Borrower, the relevant Issuing Bank and the Administrative Agent may from time to time agree, and shall be either (A) a standby letter of credit issued to support obligations of the Borrower or a Subsidiary, contingent or otherwise (a "Standby Letter of Credit"), or (B) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Borrower and its Subsidiaries in the ordinary course of business (a "Trade Letter of Credit"), and (ii) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Scheduled Revolving Termination Date (unless the Administrative Agent has received and maintains cash Collateral in an amount equal to 103% of the maximum amount available to be drawn under any such Letter of Credit for which the Borrower has requested an expiry date after the Termination Date, in which event the expiry of any such Letter of Credit may extend beyond the Termination Date) and (B) one year after the date of issuance thereof, provided that that, subject to clause (A) above, any Letter of Credit with a one-year term may provide for may, at the renewal request of the Applicant as set forth in the applicable Application, be automatically renewed on each anniversary of the issuance thereof for an additional one-period of one year periods (or less unless the Issuing Bank which issued such Letter of Credit shall have given at least sixty days prior written notice to the Borrower and the beneficiary of such Letter of Credit that such Letter of Credit will not be renewed, in no event extend beyond which case such Letter of Credit may, at the date referred option of the Borrower, provide that the beneficiary of such Letter of Credit will be entitled to in clause (y) above)draw on such Letter of Credit at any time during the thirty days prior to the expiry thereof. (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws law of the State Commonwealth of New YorkMassachusetts. (cd) The No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (e) On the Effective Date, all letters of credit and the reimbursement obligations attendant thereto issued pursuant to or under the Existing DIP Agreement which are then outstanding shall be, from and after such date, deemed to be and shall become for all purposes, Letters of Credit with Reimbursement Obligations attendant thereto issued pursuant to and outstanding under this Agreement.

L/C Commitment. (a) Subject If, and only if, a beneficiary of any Letter of Credit requested pursuant to the terms and conditions hereofSection 3.1 refuses to accept a Syndicated Letter of Credit, the Issuing LenderFronting Bank, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a)Section 3.2(c) and subject to the other terms and conditions hereof, agrees to issue standby letters of credit ("“Fronted Letters of Credit"”) for the account of the Borrower on any Business Day during from the Revolving Credit Commitment Period Closing Date to but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the Issuing LenderFronting Bank; provided provided, that (i) the Issuing Lender Fronting Bank shall not have any no obligation to issue any Fronted Letter of Credit if, after giving effect to such issuance, (iA) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero Commitment or (iiiB) 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, Revolving Credit Loans and Overdraft Advances then outstanding Obligations would exceed the Revolving Aggregate Commitment, (ii) an Additional Fronting Bank may only issue Fronted Letters of Credit Commitments at under this Section 3.2(a) following compliance with Section 3.2(f) with respect to such time. Each Additional Fronting Bank, and (iii) no Additional Fronting Bank shall be obligated to issue any Fronted 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 which is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) hereunder. The Issuing Lender Fronting Bank shall not at any time be obligated to issue any Fronted Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Fronting Bank or any Fronted 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 outstanding Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timezero. 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 which that is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)) unless the Issuing Lender provides notice of non-renewal to the beneficiary of such Letter of Credit. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. In the event the Issuing Lender refuses to issue a Letter of Credit based solely upon the provisions of this Section 3.1(b), the obligation of the Borrower to pay any unused commitment fee payable pursuant to Section 2.3 shall ▇▇▇▇▇, which abatement shall be effective as of the date of such refusal, and shall continue until such time as the Issuing Lender notifies the Borrower in writing that it is able to issue Letters of Credit as provided herein.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C CommitmentSublimit, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal outstanding amount of the L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding Obligations of the applicable Issuing Lender (determined for such purpose without giving effect to the participations therein of the L/C Participants pursuant to Section 3.4) would exceed the Revolving Credit Commitments at such timeIssuing Lender’s L/C Commitment (unless such Issuing Lender has consented thereto). 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 which that is five (5) Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above, except to the extent that the Issuing Lender has approved of such expiration date and the outstanding amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Issuing Lender). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaw or (ii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LenderBank, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a3.9(a), agrees to issue letters of credit ("Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the such Issuing LenderBank; provided that the no Issuing Lender Bank shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations at such time would exceed the L/C Commitment, (ii) the Aggregate Revolving Credit Outstandings at such time would exceed the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such time, (iii) in the case of Letters of Credit issued prior to the Collateral Release Date, the Aggregate Revolving Credit Outstandings at such time would exceed the Borrowing Base at such time or (iv) in the case of Letters of Credit issued in currencies other than Dollars only, the L/C Obligations in respect of Letters of Credit issued in currencies other than Dollars would exceed the Foreign L/C Commitment Sublimit at such time. Each Continuing Letter of Credit shall be deemed to be issued under this Agreement on the Effective Date (to the extent such Continuing Letter of Credit has not been fully drawn or has not expired or been terminated as of the Effective Date) and shall be (x) a Letter of Credit for all purposes hereof (other than subsection 3.7) and the other Loan Documents and (y) a Commercial Letter of Credit or a Standby Letter of Credit, as applicable, for purposes of subsections 3.8(b) and 3.8(c), respectively. 48 (b) Each Letter of Credit shall shall: (i) be denominated in Dollars or such other currency that as of the date of issuance thereof is in the reasonable judgment of the relevant Issuing Bank (which shall be binding on the L/C Participants) freely convertible or exchangeable into Dollars as the Borrower, the relevant Issuing Bank and the Administrative Agent may from time to time agree, and shall be either (A) a standby letter of credit issued to support obligations of the Borrower or a Subsidiary, contingent or otherwise (a "Standby Letter of Credit"), or (B) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Borrower and its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit"), and (ii) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Scheduled Revolving Credit Termination DateDate and (B) one year after the date of issuance thereof, provided that that, subject to clause (A) above, any Letter of Credit with a one-year term may provide for may, at the renewal request of the Applicant as set forth in the applicable Application, be automatically renewed on each anniversary of the issuance thereof for an additional one-period of one year periods (unless the Issuing Bank which issued such Letter of Credit shall in no event extend beyond have given prior written notice to the date referred to in clause (y) above)Borrower and the beneficiary of such Letter of Credit that such Letter of Credit will not be renewed. (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. (cd) The No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LenderBank, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a3.9(a), agrees to issue letters of credit ("Letters of 44 51 Credit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the such Issuing LenderBank; provided that the no Issuing Lender Bank shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations at such time would exceed the L/C Commitment, (ii) the aggregate amount Standby Letter of the Available Revolving Credit Commitments Outstandings at such time would be less than zero or exceed $125,000,000, (iii) the Aggregate Revolving Credit Outstandings at such time would exceed the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such time. , (iv) in the case of Letters of Credit issued in currencies other than Dollars only, the L/C Obligations in respect of Letters of Credit issued in currencies other than Dollars would exceed the Foreign L/C Commitment Sublimit at such time, or (v) the Aggregate Outstanding Extensions of Credit at such time would exceed the Borrowing Base at such time. (b) Each Letter of Credit shall shall: (i) be denominated in Dollars or such other currency that as of the date of issuance thereof is in the reasonable judgment of the relevant Issuing Bank (which shall be binding on the L/C Participants) freely convertible or exchangeable into Dollars as the Borrower, the relevant Issuing Bank and the Administrative Agent may from time to time agree, and shall be either (A) a standby letter of credit issued to support obligations of the Borrower or a Subsidiary, contingent or otherwise (a "Standby Letter of Credit"), or (B) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Borrower and its Subsidiaries in the ordinary course of business (a "Trade Letter of Credit"), and (ii) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Scheduled Revolving Credit Termination DateDate and (B) one year after the date of issuance thereof, provided that that, subject to clause (A) above, any Letter of Credit with a one-year term may provide for may, at the renewal request of the Applicant as set forth in the applicable Application, be automatically renewed on each anniversary of the issuance thereof for an additional one-period of one year periods (or less unless the Issuing Bank which issued such Letter of Credit shall have given at least sixty days prior written notice to the Borrower and the beneficiary of such Letter of Credit that such Letter of Credit will not be renewed, in no event extend beyond which case such Letter of Credit may, at the date referred option of the Borrower, provide that the beneficiary of such Letter of Credit will be entitled to in clause (y) above)draw on such Letter of Credit at any time during the thirty days prior to the expiry thereof. (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws law of the State of New York. (cd) The No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (e) On the Effective Date, all letters of credit and the reimbursement obligations attendant thereto issued pursuant to or under any of the Previous Credit Agreements which are then outstanding shall be from and after such date deemed to be and become for all purposes Letters of Credit with Reimbursement Obligations attendant thereto issued pursuant to and be outstanding under this Agreement.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit L/C Tranche Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit and bank guarantees ("Letters each a “Letter of Credit"”) under the L/C Tranche Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Credit Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderpurpose thereof; provided provided, that the (i) 509265-1725-11432-13209999 no Applicable Account Party shall request, and no Issuing Lender shall not have any obligation be required to issue issue, any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender's L/C Obligations Issuing Commitment then in effect, (B) the Total L/C Tranche Extensions of Credit would exceed the Total L/C CommitmentTranche Commitment then in effect, (C) prior to the Collateral Release Date, the Dollar Equivalent of the then Outstanding Amount of Covered Debt would exceed the Borrowing Base at such date, (D) the Total Consolidated GMF Exposure would exceed $4 billion or (E) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Total L/C Tranche Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total L/C Tranche Commitments then in effect and (ii) the aggregate amount Company shall be jointly and severally liable with respect to each Letter of Credit issued for the Available Revolving Credit Commitments would be less account of an Applicable Account Party (other than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timeCompany). Each Letter of Credit shall (ix) be denominated in Dollars or any Optional Currency and (iiy) expire no later than the earlier of (xA) the first anniversary of its date that is one year after the date of issuance of such Letter of Credit and (yB) the date which is five Business Days prior to the Scheduled Revolving Credit Termination DateDate of such Issuing Lender then in effect; provided, provided that any Letter of Credit with a one-year term or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (yB), unless and to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) above)or (2) continue past such date referred to in the foregoing clause (B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender. Any such Collateralization of a Letter of Credit provided by a Loan Party or Applicable Account Party, as applicable, with respect to a Letter of Credit, together with accrued interest or earnings thereon, shall be terminated and (to the extent not applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall be released to the Loan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor. (b) 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 No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender 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, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit under the Tranche A Facility and under the Tranche B Facility (collectively, the "Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such customary form as may be approved from time to time by the such Issuing Lender; provided that the Issuing Lender shall not have any obligation to issue any (i) Letter of Credit under the Tranche A Facility if, after giving effect to such issuance, (i) the Tranche A L/C Obligations would exceed the L/C Commitment, lesser of (x) $1,000,000 or (y) the Total Available Tranche A Commitment at such time or (ii) Letter of Credit under the aggregate amount of Tranche B Facility if, after giving effect to such issuance, the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding Tranche ▇ ▇/C Obligations would exceed the Revolving Credit Commitments lesser of (x) $2,500,000 or (y) the Total Available Tranche B Commitment at such time. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) used solely (A) for making good faith escrow deposits in connection with acquisitions of radio stations by the Borrower or any Subsidiary of the Borrower, provided that any agreement, commitment or undertaking made in connection therewith is non-recourse to the Borrower and the Restricted Subsidiaries other than with respect to such escrow deposit ("Permitted Escrow Deposits") or (B) to secure Capital Lease Obligations to the extent permitted hereunder and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance Termination Date and (y) the date which is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter 12 months after its date of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)issuance. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New YorkTexas. (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 the Issuing Lender or any L/C Participant other Lender to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders L/C Participants set forth in subsection 3.4(aSection 2.20(d), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Five-Year Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit ifto the extent that, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Five-Year Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timezero. 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 which that is five Business Days prior to the Scheduled Revolving Credit 2020 Extended 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). Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Application therefore, whether or not such maximum face amount is in effect at such time. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (ci) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if to the extent (a) that such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (b) any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance 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 hereunder) not in effect on the Amendment and Restatement Effective Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Amendment and Restatement Effective Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (c) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally. (ii) Pursuant to the Eighth Amendment, the Existing Letters of Credit listed on Schedule 1.1C will automatically, without any further action on the part of any Person, be deemed to be Letters of Credit issued hereunder on the Eighth Amendment Effective Date for the account of the Borrower.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C CommitmentSublimit, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero zero, (provided that, this clause (ii) shall not be a condition precedent with respect to the issuance of any Letter of Credit to the extent that such Letter of Credit is Cash Collateralized concurrently with the issuance thereof in an amount not less than the Minimum Collateral Amount) or (iii) the aggregate principal outstanding amount of the L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding Obligations of the applicable Issuing Lender (determined for such purpose without giving effect to the participations therein of the L/C Participants pursuant to Section 3.4) would exceed such Issuing Lender’s L/C Commitment (unless such Issuing Lender has consented thereto) or (iv) after the occurrence and during the continuance of a Partial Trigger Event if after giving effect to such Letter of Credit, the Total Revolving Extensions of Credit Commitments at would exceed $100,000,000 (provided that, this clause (iv) shall not be a condition precedent with respect to the issuance of any Letter of Credit to the extent that such timeLetter of Credit is Cash Collateralized concurrently with the issuance thereof in an amount not less than the Minimum Collateral Amount). 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 which that is five (5) Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above, except to the extent that the Issuing Lender has approved of such expiration date and the outstanding amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Issuing Lender). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaw or (ii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit L/C Tranche Lenders set forth in subsection Section 3.4(a), agrees to issue (or cause its Applicable Lending Office to issue) letters of credit and bank guarantees ("Letters each a “Letter of Credit"”) under the L/C Tranche Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Credit Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderpurpose thereof; provided provided, that the (i) no Applicable Account Party shall request, and no Issuing Lender shall not have any obligation be required to issue (or cause its Applicable Lending Office to issue), any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Obligations Issuing Commitment then in effect, (B) the Total L/C Tranche Extensions of Credit would exceed the Total L/C CommitmentTranche Commitment then in effect, (C) the Total Consolidated GMF Exposure would exceed $2 billion or (D) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Total L/C Tranche Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total L/C Tranche Commitments then in effect and (ii) the aggregate amount Company shall be jointly and severally liable with respect to each Letter of Credit issued for the Available Revolving Credit Commitments would be less account of an Applicable Account Party (other than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timeCompany). Each Letter of Credit shall (ix) be denominated in Dollars or any Optional Currency and (iiy) expire no later than the earlier of (xA) the first anniversary of its date that is one year after the date of issuance of such Letter of Credit and (yB) the date which is five Business Days prior to the Scheduled Revolving Credit Termination DateDate of such Issuing Lender then in effect; provided, provided that any Letter of Credit with a one-year term or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (yB), unless and to the extent that such Letter of Credit is 509265-1725-14038-Active.16338633 Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) or (2) continue past such date referred to in the foregoing clause (B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender; provided, further that, upon request of the Company and with the consent of the relevant Issuing Lender, a Letter of Credit may have a tenor of longer than one year so long as such Letter of Credit does not extend beyond the date referred to in clause (B) above (or, to the extent such Letter of Credit does extend beyond such date, it is in compliance with the parenthetical in clause (1) above). Any such Collateralization of a Letter of Credit provided by a Loan Party or Applicable Account Party, as applicable, with respect to a Letter of Credit, together with accrued interest or earnings thereon, shall be terminated and (to the extent not applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall be released to the Loan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor. (b) 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 No Issuing Lender shall not at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("together with any Existing Letter of Credit, “Letters of Credit"”) for the account of the Borrower (and on behalf of the Borrower or any of its Subsidiaries or Joint Ventures) on any Business Day during the Revolving Credit Commitment Period in such customary form as may be approved from time to time by the Issuing Lender; provided that the no Issuing Lender shall not be obligated to issue commercial (as opposed to standby) Letters of Credit hereunder; provided further that an Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations with respect to Letters of Credit issued by such Issuing Lender then outstanding would exceed its L/C Commitment then in effect (in the case of this clause (i), without the consent of such Issuing Lender), (ii) the L/C CommitmentObligations would exceed the aggregate L/C Commitments then in effect, (iiiii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iiiiv) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding Availability would exceed the Revolving Credit Commitments at such timebe less than zero. 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 which that is five Business Days prior to 364 days after the Scheduled Revolving Credit Termination 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 shall in no event extend beyond the date referred to in clause (y) above). ) and (bII) at least 60 days prior to the Termination Date, Borrower shall, to the extent of the balance, replace outstanding Letters of Credit and/or Cash Collateralize the outstanding Letters of Credit in an amount equal to 100% of the outstanding L/C Obligations. Each Existing Letter of Credit shall be subject deemed, for all purposes of this Agreement (including Section 3.4 and Section 3.5), to be a Letter of Credit issued hereunder for the account of the Borrower. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of a Subsidiary or Joint Venture inures to the Uniform Customs and, to the extent not inconsistent therewith, the laws benefit of the State Borrower and that the Borrower’s business derives substantial benefits from the businesses of New Yorksuch Subsidiary or joint venture. (cb) 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 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, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the such Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of such Issuing Lender would exceed the L/C CommitmentCommitment of such Issuing Lender then in effect, or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timezero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) except as provided in Section 3.1(b) below, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which that is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) Each If requested by the Borrower, each Issuing Lender agrees to issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Termination Date, based upon the Borrower’s agreement to cash collateralize the L/C Obligations in accordance with Section 3.9. If the Borrower fails to cash collateralize the outstanding L/C Obligations in accordance with the requirements of Section 3.9, each outstanding Letter of Credit shall automatically be subject deemed to be drawn in full on such date and the Uniform Customs and, to the extent not inconsistent therewith, the laws reimbursement obligations of the State Borrower set forth in Section 3.5 shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of New YorkSection 3.9. (c) The Borrower shall grant to the Administrative Agent for the benefit of each Issuing Lender and the Lenders, pursuant to the Guarantee and Collateral Agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 3.1(b) or Section 3.9. Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “L/C Cash Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (d) No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing the Letter of Credit, or any law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date, which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it and which is not subject to indemnification obligations of the Borrower hereunder or (iii) issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally. (e) Unless otherwise expressly agreed by the applicable Issuing Lender and the Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, no Issuing Lender shall be responsible to the Borrower for, and no Issuing Lender’s rights and remedies against the Borrower shall be impaired by, any action or inaction of such Issuing Lender required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the law or any order of a jurisdiction where an Issuing Lender or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice. (f) In the event of any conflict between the terms hereof and the terms of any Application, the terms hereof shall control.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue commercial or standby letters of credit ("“Letters of Credit"”) for the account of the Borrower Borrowers on any Business Day during from the Revolving Credit Commitment Period Closing Date through but not including the Termination Date in such form as may be approved from time to time by the Issuing LenderLenders; provided provided, that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment, Commitment or (iib) the aggregate amount Available Commitment of the Available Revolving Credit Commitments any Lender would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timezero. Each Letter of Credit shall (i) be denominated in Dollars and Dollars, (ii) be a commercial or standby letter of credit issued to support obligations of any Borrower, contingent or otherwise, 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 (x1) the first anniversary Termination Date or (2) one year after the issuance of its date of issuance and (y) the date which is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any such Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods and (which shall in no event extend beyond the date referred to in clause (yiv) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) Maryland. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (a) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law, or (b) if any Lender notifies the Issuing Lender, within two (2) Business Days after receipt of Lawthe Application therefor, of such Lender’s objection to the issuance of the Letter of Credit. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a), agrees to issue letters of credit ("Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, $1,000,000 or (ii) the aggregate amount of the Available Aggregate Outstanding Revolving Credit Commitments would be less than zero or (iii) of all the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding Lenders would exceed the Revolving Credit Commitments at such timeof all the Revolving Credit Lenders. Each Letter of Credit shall (i) be denominated either (x) a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in Dollars the ordinary course of business (a "Standby Letter of Credit"), or (y) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit") and (ii) expire no later than on the earlier of (x) one year after the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any a one year Letter of Credit with a one-year term may provide for the renewal thereof be renewed for additional one-one year periods (which shall in no event extend periods, but may not be extended beyond five days prior to the date referred to in clause (y) above)Termination Date. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue at the request of the Borrower letters of credit ("Letters each a “Letter of Credit"”) for the account of the Borrower any Group Member on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that (i) the Borrower shall not request, and no Issuing Lender shall not have any obligation be required to issue issue, any Letter of Credit if, if after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies issued by such Issuing Lender plus (y) the outstanding amount of all Letters of Credit issued by such Issuing Lender other than those denominated in Optional Currencies would exceed such Issuing Lender’s L/C Obligations Commitment then in effect, (B) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the outstanding amount of all Letters of Credit other than those denominated in Optional Currencies would exceed the L/C CommitmentSublimit then in effect, or (C) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the lesser of (A) the Total Commitments then in effect and (B) the Borrowing Base and (ii) the aggregate amount Borrower shall be a co-applicant, and jointly and severally liable with respect to, each Letter of Credit issued for the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount account of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timeany other Group Member. Each Letter of Credit shall (ix) be denominated in Dollars or, if agreed by the applicable Issuing Lender, any Optional Currency and (iiy) expire no later than the earlier of (xA) the first anniversary of its date that is one year after the date of issuance of such Letter of Credit and (yB) the date which is five Business Days thirty (30) days prior to the Scheduled Revolving Credit Termination DateDate then in effect; provided, provided that any Letter of Credit with a one-year term tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause (yB). If agreed by an Issuing Lender, Letters of Credit issued by such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) abovedays prior to the Termination Date then in effect); provided that the Borrower shall not request the issuance of any such Letter of Credit if the aggregate face amount of all such Letters of Credit outstanding on the date of such request and giving effect to the proposed issuance would exceed the Dollar Equivalent of $5,000,000. (b) 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 An Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue (or cause its Applicable Lending Office to issue) letters of credit and, with the consent of such Issuing Lender, letters of guarantee ("Letters each a “Letter of Credit"”) under the Domestic Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Credit Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderpurpose thereof; provided provided, that the (i) no Applicable Account Party shall request, and no Issuing Lender shall not have any obligation be required to issue (or cause its Applicable Lending Office to issue), any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Obligations Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C CommitmentSublimit then in effect, (C) the Total Consolidated GMF Exposure would exceed $2 billion or (D) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Total Domestic Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total Domestic Commitments then in effect and (ii) the aggregate amount Company shall be jointly and severally liable with respect to each Letter of Credit issued for the Available Revolving Credit Commitments would be less account of an Applicable Account Party (other than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timeCompany). Each Letter of Credit shall (ix) be denominated in Dollars or any Optional Currency and (iiy) expire no later than the earlier of (xA) the first anniversary of its date that is one year after the date of issuance of such Letter of Credit and (yB) the date which is five Business Days prior to the Scheduled Revolving Credit Termination DateDate of such Issuing Lender then in effect; provided, provided that any Letter of Credit with a one-year term or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (yB), unless and to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) or (2) continue past such date referred to in the foregoing clause (B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender; provided, further, that, upon request of the Company and with the consent of the relevant Issuing Lender, a Letter of Credit may have a tenor of longer than one year so long as such Letter of Credit does not extend beyond the date referred to in clause (B) above (or, to the extent such Letter of Credit does extend beyond such date, it is in compliance with the parenthetical in clause (1) above). Any such Collateralization of a Letter of Credit provided by a Loan Party or Applicable Account Party, as applicable, with respect to a Letter of Credit, together with accrued interest or earnings thereon, shall be terminated and (to the extent not applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall be released to the Loan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor. (b) 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 No Issuing Lender shall not at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Credit Lenders Committed Note Purchasers set forth in subsection 3.4(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit ("each, a “Letter of Credit” and, collectively, the “Letters of Credit"”) for the account of the Borrower Issuer or its designee on any Business Day during the Revolving Credit period commencing on the Series 2020-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided that the Issuing Lender L/C Provider shall not have any no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount Series 2020-1 Class A-1 Outstanding Principal Amount would exceed the Series 2020-1 Class A-1 Notes Maximum Principal Amount. Notwithstanding anything herein to the contrary, if a requested Letter of Credit would cause the Available Revolving Credit Commitments would be less than zero or (iii) Series 2020-1 Class A-1 Outstanding Principal Amount attributable to the aggregate principal amount of L/C ObligationsProvider (in its capacity as Committed Note Purchaser and L/C Provider) to exceed its Commitment Amount (an “LC Commitment Excess”), Revolving the Investor Groups shall effectuate a reallocation of the Series 2020-1 Class A-1 Outstanding Principal Amounts to the extent necessary so that, immediately after such requested Letter of Credit Loans and Overdraft Advances then outstanding is issued, no LC Commitment Excess would exceed exist; provided that the Revolving Credit Commitments at Issuer shall not be liable for any Series 2020-1 Breakage Amounts resulting solely from any such timereallocations. 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 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 which that is five ten (10) Business Days prior to the Scheduled Revolving Credit Commitment Termination Date (the “Required Expiration Date, ”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof 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 to (or no later than the applicable notice date, if earlier, as specified in clause (ysuch Letter of Credit) above). (b) Each that such Letter of Credit shall not be subject 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 Issuer in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the Uniform Customs L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to the extent not inconsistent therewithsuch Letter of Credit, the laws L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the State of New York. (c) Commitment Termination Date. The Issuing Lender 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 the 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) each 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 Issuer shall issue and shall cause the Trustee to authenticate the Series 2020-1 Class A-1 L/C Note, which the Issuer shall deliver to the L/C Provider on the Series 2020-1 Closing Date; provided that, if such Series 2020-1 Class A-1 L/C Note is an Uncertificated Note, the Trustee shall instead register it as described in Section 4.1(f) of the Series 2020-1 Supplement. Such Series 2020-1 Class A-1 L/C Note shall be dated the Series 2020-1 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 2020-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (unless it is an Uncertificated Note) shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2020-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2020-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2020-1 Class A-1 L/C Note and shall be deemed to be Series 2020-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2020-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2020-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2020-1 Class A-1 L/C Note. The L/C Provider and the Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Issuer by the L/C Provider) (an “Application”), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration date of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2020-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2020-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2020-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2020-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or 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 or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Issuer shall pay to the L/C Provider the L/C Quarterly Fees (as defined in the Series 2020-1 Class A-1 Notes Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2020-1 Class A-1 Notes Fee Letter and subject to the Priority of Payments. (e) [Reserved]. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (g) The Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2020-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate, and the issuance

L/C Commitment. (a) (i) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders L/C Participants set forth in subsection 3.4(aSection 2.3(e), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit ifto the extent that, after giving effect to such issuance, (i1) the L/C Obligations would exceed the L/C Commitment, (ii2) the Issuing Lender’s L/C Obligations then outstanding would exceed the L/C Sublimit of such Issuing Lender or (3) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) zero; provided, further, that on the aggregate principal amount date of L/C Obligationsthe Spin-Off, Revolving the Borrower shall have assumed from Parent the Letters of Credit Loans listed on Schedule 2.3 hereto and Overdraft Advances then outstanding would exceed each such Letter of Credit shall be considered a Letter of Credit issued pursuant to the Revolving Credit Commitments at such timeterms of this Agreement. Each Letter of Credit shall (i1) be denominated in Dollars and (ii2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which that is five Business Days prior to the Scheduled Revolving Credit Termination 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) Each . Unless otherwise specified, all references herein to the amount of a 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 shall be obligated deemed to issue any mean the maximum face amount of such Letter of Credit hereunder if after giving effect to all increases thereof contemplated by such issuance would conflict withLetter of Credit or the Application therefor, whether or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Lawnot such maximum face amount is in effect at such time.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderLenders, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees agree to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing LenderLenders; provided provided, that the applicable Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timezero. 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 which that is five (5) Business Days prior to the Scheduled Revolving Credit Termination 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); provided, however no Issuing Lender shall have any obligation to (x) issue trade or commercial (as opposed to standby) Letters of Credit without its consent or (y) issue any Letter of Credit in an amount in excess of its Revolving Percentage of the L/C Commitment. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender Lenders shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the any Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaw or one or more policies of such Issuing Lender instituted in good faith now or hereafter in effect and applicable to letters of credit generally or (ii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the applicable Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower or for the account of any Subsidiary (provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each such Letter of Credit issued for the account of such Subsidiary) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the applicable Issuing Lender; provided that the no Issuing Lender shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) such Issuing Lender would have issued Letters of Credit in an aggregate amount in excess of the aggregate principal amount set forth opposite its name on Schedule 3.1 (as such schedule may be updated from time to time with the consent of L/C Obligations, Revolving Credit Loans each Issuing Lender and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timeBorrower). 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 which that is five Business Days prior to the Scheduled latest then applicable 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)) under customary “evergreen” provisions. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender 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, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit L/C Tranche Lenders set forth in subsection Section 3.4(a), agrees to issue (or cause its Applicable Lending Office to issue) letters of credit and bank guarantees ("Letters each a “Letter of Credit"”) under the L/C Tranche Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Credit Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderpurpose thereof; provided provided, that the (i) no Applicable Account Party shall request, and no Issuing Lender shall not have any obligation be required to issue (or cause its Applicable Lending Office to issue), any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Obligations Issuing Commitment then in effect, (B) the Total L/C Tranche Extensions of Credit would exceed the Total L/C CommitmentTranche Commitment then in effect, (C) the Total Consolidated GMF Exposure would exceed $2 billion or (D) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Total L/C Tranche Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total L/C Tranche Commitments then in effect and (ii) the aggregate amount Company shall be jointly and severally liable with respect to each Letter of Credit issued for the Available Revolving Credit Commitments would be less account of an Applicable Account Party (other than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timeCompany). Each Letter of Credit shall (ix) be denominated in Dollars or any Optional Currency and (iiy) expire no later than the earlier of (xA) the first anniversary of its date that is one year after the date of issuance of such Letter of Credit and (yB) the date which is five Business Days prior to the Scheduled Revolving Credit Termination DateDate of such Issuing Lender then in effect; provided, provided that any Letter of Credit with a one-year term or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (yB), unless and to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) or (2) continue past such date referred to in the foregoing clause (B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender; provided, further that, upon request of the Company and with the consent of the relevant Issuing Lender, a Letter of Credit may have a tenor of longer than one year so long as such Letter of Credit does not extend beyond the date referred to in clause (B) above (or, to the extent such Letter of Credit does extend beyond such date, it is in compliance with the parenthetical in clause (1) above). Any such Collateralization of a Letter of Credit provided by a Loan Party or Applicable Account Party, as applicable, with respect to a Letter of Credit, together with accrued interest or earnings thereon, shall be terminated and (to the extent not applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall be released to the Loan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor. (b) 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 No Issuing Lender shall not at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of 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 the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the aggregate L/C Obligations would exceed the aggregate L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding Obligations of such Issuing Lender would exceed the Revolving Credit Commitments at such timeIssuing Lender’s L/C Commitment; provided further that Barclays Bank PLC shall only be required to issue standby Letters of Credit. Each Letter of Credit shall (i) be denominated in Dollars an Agreed Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which that is five Business Days prior to the Scheduled Revolving Termination Date unless such Letter of Credit Termination Date, is cash collateralized or backstopped on terms reasonably satisfactory to the applicable 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) aboveabove unless such Letter of Credit is cash collateralized or backstopped on terms reasonably satisfactory to the applicable Issuing Lender).. #101957856v2 #101957856v4 (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance (i) would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (ii) would violate one or more policies of such Issuing Lender applicable to letters of credit generally or (iii) except as otherwise agreed by the Administrative Agent and such Issuing Lender, such Letter of Credit is in an initial amount less than $250,000.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue trade letters of credit ("Letters of Credit") for the account of the Borrower on any Business Day during from the Closing Date through but not including the Revolving Credit Commitment Period Termination Date in such form as may be approved from time to time by the such Issuing Lender; provided provided, that the no Issuing Lender shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment, Commitment or (iib) the aggregate principal amount of the Available outstanding Revolving Credit Commitments would be less than zero or (iii) Loans, plus the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding Obligations would exceed the Revolving Credit Commitments at such timeCommitment. Each Letter of Credit shall (i) be denominated in Dollars and Dollars, (ii) be a trade 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 later than two hundred twenty-five (225) days from the earlier of (x) the first anniversary of its date of issuance thereof and (yiv) the date which is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The . No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender 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, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) denominated in Dollars for the account of the Borrower Holdings or any of its Subsidiaries on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the Aggregate Revolving Credit Outstandings would exceed the aggregate amount of the Available Revolving Credit Commitments would be less than zero of all the Revolving Credit Lenders, or (iii) the aggregate principal amount of L/C Obligations, Aggregate Revolving Credit Loans and Overdraft Advances then outstanding Outstandings would exceed the Revolving Borrowing Base then in effect. All letters of credit issued pursuant to the Existing Credit Commitments Facility shall, at such time. all times on or after the Closing Date, be deemed to be Letters of Credit for all purposes of this Agreement and the other Loan Documents. (b) Each Letter of Credit shall (i) be denominated either (x) a standby letter of credit issued to support obligations of Holdings or any of its Subsidiaries, contingent or otherwise, to finance the working capital and business needs of Holdings or any of its Subsidiaries in Dollars the ordinary course of business or (y) a commercial letter of credit issued in respect of the purchase of goods or services by Holdings or any of its Subsidiaries in the ordinary course of business, (ii) have a face amount of at least $250,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary date that is 12 months after the date of its date of issuance and (y) the date which is five fifth Business Days Day prior to the Scheduled Revolving Credit Termination Date, ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) L/C Obligations, when added to the aggregate principal amount of L/C Obligations, the Revolving Credit Loans and Overdraft Advances Swingline Loans then outstanding outstanding, would exceed the Revolving Credit Commitments at such timeMaximum Outstanding Amount. Each Letter of Credit shall (i) be denominated in Dollars Dollars, Pounds Sterling, euros or Yen and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which that is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) Letters of credit issued and outstanding on the Closing Date under the Amended and Restated Letter of Credit Reimbursement Agreement, dated as of November 21, 2005, between the Borrower and JPMorgan Chase Bank, N.A. (the “Existing Reimbursement Agreement”) shall become Letters of Credit issued hereunder for the account of the Borrower on the Closing Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower or for the account of any Subsidiary (provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each such Letter of Credit issued for the account of such Subsidiary) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the applicable Issuing Lender; provided that the no Issuing Lender shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L▇/C Commitment▇ ▇▇▇▇▇▇▇▇▇▇, (ii▇▇) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) such Issuing Lender would have issued Letters of Credit in an aggregate amount in excess of the aggregate principal amount set forth opposite its name on Schedule 3.1 (as such schedule may be updated from time to time with the consent of L/C Obligations, Revolving Credit Loans each Issuing Lender and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timeBorrower). 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 which that is five Business Days prior to the Scheduled latest then applicable 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)) under customary “evergreen” provisions. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender 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, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(aSection 3.10(a), agrees to issue standby letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Availability Period substantially in the form of Exhibit L or in such other form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timezero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which that is five (5) Business Days prior to the Scheduled Revolving Credit Termination Date, ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall or a longer period if agreed to by the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) aboveabove may provide for automatic renewals pursuant to Section 3.8(b). (b) . Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the issued on a sight basis only and governed by laws of the State of New YorkYork (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98). (cb) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (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 the Letter of Credit, or any Requirements of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Amendment No. 6 Effective Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Amendment No. 6 Effective Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it and (iii) the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders L/C Participants set forth in subsection 3.4(aSection 2.20(d), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Five-Year Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit ifto the extent that, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Five-Year Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timezero. 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 which that is five Business Days prior to the Scheduled Revolving Credit 2020 Extended 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). Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Application therefore, whether or not such maximum face amount is in effect at such time. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (ci) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if to the extent (a) that such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (b) any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance 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 hereunder) not in effect on the Amendment and Restatement Effective Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Amendment and Restatement Effective Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (c) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally. (ii) [Reserved].

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit L/C Tranche Lenders set forth in subsection Section 3.4(a), agrees to issue (or cause its Applicable Lending Office to issue) letters of credit and bank guarantees ("Letters each a “Letter of Credit"”) under the L/C Tranche Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Credit Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderpurpose thereof; provided provided, that the (i) no Applicable Account Party shall request, and no Issuing Lender shall not have any obligation be required to issue (or cause its Applicable Lending Office to issue), any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Obligations Issuing Commitment then in effect, (B) the Total L/C Tranche Extensions of Credit would exceed the Total L/C CommitmentTranche Commitment then in effect, (C) the Total Consolidated GMF Exposure would exceed $1 billion or (D) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Total L/C Tranche Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total L/C Tranche Commitments then in effect and (ii) the aggregate amount Company shall be jointly and severally liable with respect to each Letter of Credit issued for the Available Revolving Credit Commitments would be less account of an Applicable Account Party (other than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timeCompany). Each Letter of Credit shall (ix) be denominated in Dollars or any Optional Currency and (iiy) expire no later than the earlier of (xA) the first anniversary of its date that is one year after the date of issuance of such Letter of Credit and (yB) the date which is five Business Days prior to the Scheduled Revolving Credit Termination DateDate of such Issuing Lender then in effect; provided, provided that any Letter of Credit with a one-year term or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (yB), unless and to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) or (2) continue past such date referred to in the foregoing clause (B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender; provided, further that, upon request of the Company and with the consent of the relevant Issuing Lender, a Letter of Credit may have a tenor of longer than one year so long as such Letter of Credit does not extend beyond the date referred to in clause (B) above (or, to the extent such Letter of Credit does extend beyond such date, it is in compliance with the parenthetical in clause (1) above). Any such Collateralization of a Letter of Credit provided by a Loan Party or Applicable Account Party, as applicable, with respect to a Letter of Credit, together with accrued interest or earnings thereon, shall be terminated and (to the extent not applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall be released to the Loan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor. (b) 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 No Issuing Lender shall not at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Subsection 3.4(a), agrees to continue under this Agreement for the account of the Parent Borrower the Existing Letters of Credit issued by it prior to the Fifth Amendment Effective Date (the “Existing Letters of Credit”) and to issue letters of credit ("the letters of credit issued on and after the ClosingFifth Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit", collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Restricted Subsidiary on any Business Day during the Revolving Credit Commitment Period but in no event later than the 5th day prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any obligation to issue any no Letter of Credit shall be issued if, after giving effect to such issuance, (i) the L/C Obligations aggregate Extensions of Credit to the Borrowers would exceed the L/C Commitmentapplicable limitations set forth in Subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in any Designated Foreign Currency on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)), (ii) the aggregate amount L/C Obligations in respect of the Available Revolving Letters of Credit Commitments would be less than zero or exceed $50,000,000 or, (iii) the aggregate principal amount of all Letters of Credit issued by each Issuing Lender and outstanding at any time shall not exceed at any time such Issuing Lender’s L/C Obligations, Sublimit or (iv) the Aggregate Outstanding Credit of all the Revolving Credit Loans and Overdraft Advances then outstanding Lenders would exceed the Commitments of all the Revolving Credit Commitments at such time. Each Letter of Credit shall (i) be denominated Lenders then in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)effect. (b) Each Letter of Credit shall be subject denominated in Dollars or any other Designated Foreign Currency requested by the Borrower Representative and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower and its Restricted Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower or any of its Restricted Subsidiaries in the ordinary course of business (a “Commercial L/C”), and unless otherwise agreed by the Administrative Agent expire no later than the earlier of (A) one year after its date of issuance and (B) the 5th Business Day prior to the Uniform Customs andTermination Date; provided that, to the extent not inconsistent therewith, the laws notwithstanding any extension of the State Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of New YorkCredit that expires beyond the non-extended Termination Date. (c) The Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the 5th Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at any such time be obligated to issue any such Letter of Credit hereunder if such issuance would conflict within its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or cause (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1. (d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or in the respective Designated Foreign Currency requested by the Borrower Representative and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawRestricted Subsidiary.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero zero. Letters of Credit may be either standby letters of credit or (iii) commercial letters of credit. Notwithstanding the aggregate principal amount foregoing, each of L/C Obligationsthe letters of credit issued or deemed issued under the Existing Credit Agreement shall, Revolving Credit Loans from and Overdraft Advances then outstanding would exceed after the Revolving Credit Commitments at such timeClosing Date, be deemed to have been issued pursuant to this Section 3.1(a). 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 which that is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof 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 180 days after its date of issuance. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) during the Revolving Commitment Period for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Total Revolving Extensions of Credit would exceed the L/C CommitmentLine 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 (ii) the aggregate amount more than ten (10) Letters of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such one time. 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) unless such Letter of Credit has been cash collateralized or other arrangements backstopping such Letter of Credit have been made, in each case, reasonably satisfactory to the Issuing Lender, the date which that is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) Each above unless such Letter of Credit shall be subject has been cash collateralized or other arrangements backstopping such Letter of Credit have been made, in each case, reasonably satisfactory to the Uniform Customs andIssuing Lender). In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, to or entered into by the extent not inconsistent therewithBorrower with, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated relating to issue any Letter of Credit hereunder if such issuance would conflict withCredit, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement terms and conditions of Lawthis Agreement shall control.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a4.4(a), agrees to issue standby letters of credit ("“Letters of Credit"”) for the account of the theany Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the applicable Issuing Lender; provided that the an Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount such Issuing Lender’s Aggregate Revolving Extensions of the Available Credit Outstandings shall exceed its Revolving Credit Commitments would be less than zero Commitment or (iii) the aggregate principal amount of L/C Obligations, Aggregate Revolving Credit Loans and Overdraft Advances then outstanding Outstandings of all Lenders would exceed the Aggregate Revolving Credit Commitments at such timeCommitments. 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 which that is five one Business Days Day prior to the Scheduled Revolving Credit Termination 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 applicable 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) 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 No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender 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, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(aSection 3.04(a), agrees to issue letters of credit ("Letters of Credit") for the account of the Borrower Borrowers on any Business Day Day, during the period from and including the Closing Date to the earlier of (v) the date that is 30 days prior to the 2024 Extended Revolving Credit Termination Date and (w) the termination of the Revolving Credit Commitment Period Commitments in accordance with the terms hereof, in such form as may be approved from time to time by the such Issuing Lender; provided provided, that the no Issuing Lender shall not have any obligation to issue any Letter of Credit if, immediately after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or zero, (iii) the aggregate principal amount Revolving Extensions of Credit of any Lender would exceed such ▇▇▇▇▇▇’s Revolving Credit Commitment or (iv) the L/C Obligations, Revolving Obligations in respect of all Letters of Credit Loans and Overdraft Advances then outstanding issued by such Issuing Lender would exceed the Revolving Credit Commitments at such timeIssuing ▇▇▇▇▇▇’s Fronting Cap. 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 which is five Business Days prior to the Scheduled Revolving Credit Termination Date, ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) Each Letter . Unless otherwise agreed by the applicable Issuing Lender, Letters of Credit issued shall only be standby Letters of Credit. All Amendment No. 14 Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Amendment No. 14 Effective Date shall be subject to and governed by the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New Yorkterms and conditions hereof. (ca) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) 3.1.1 Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit A Lenders set forth in subsection 3.4(a)Section 3.4.1, agrees to issue letters of credit ("Revolving A Letters of Credit") for the account of the Borrower on any Business Day during from the Revolving Credit Commitment Period Closing Date to but not including the Termination Date in such form as may be requested by the Borrower and approved from time to time by the such Issuing Lender; provided provided, that the no Issuing Lender shall not have any obligation to issue any Revolving A Letter of Credit if, after giving effect to such issuance, (ia) the Revolving A L/C Obligations would exceed the Revolving A L/C CommitmentCommitment or (b) the sum of (i) the aggregate principal amount of outstanding Revolving A Credit Loans, (ii) the aggregate principal amount of the Available Revolving Credit Commitments would be less than zero or A L/C Obligations and (iii) the aggregate principal amount of Competitive Bid Loans made under the Revolving A Credit Facility, would exceed the Aggregate Revolving A Commitment. Each Revolving A Letter of Credit shall be denominated in Dollars or any Optional Currency; provided that the sum of the Dollar Equivalents of the then outstanding Revolving A L/C ObligationsObligations in Optional Currencies (determined in accordance with the last sentence of Section 3.2) shall not exceed $50,000,000 at any time. 3.1.2 Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving B Lenders set forth in Section 3.4.2, agrees to issue letters of credit ("Revolving B Letters of Credit") for the account of the Borrower on any Business Day from the Closing Date to but not including the Termination Date in such form as may be requested by the Borrower and approved from time to time by such Issuing Lender; provided, that no Issuing Lender shall have any obligation to issue any Revolving B Letter of Credit Loans and Overdraft Advances then outstanding if, after giving effect to such issuance, (a) the Revolving ▇ ▇/C Obligations would exceed the Revolving ▇ ▇/C Commitment or (b) the sum of (i) the aggregate principal amount of outstanding Revolving B Credit Commitments at such timeLoans, (ii) the aggregate principal amount of Revolving ▇ ▇/C Obligations and (iii) the aggregate principal amount of Competitive Bid Loans made under Revolving B, would exceed the Aggregate Revolving B Commitment. Each Revolving B Letter of Credit shall be denominated in Dollars. 3.1.3 Prior to the Closing Date, the Issuing Lender has issued the Existing Letter of Credit which, from and after the Closing Date, shall constitute a Letter of Credit for all purposes hereunder, subject to allocation in accordance with Section 3.1.5. 3.1.4 Each Letter of Credit shall (ia) be denominated in Dollars and a letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, (iib) expire no on a date not later than one year after the earlier of (x) the first anniversary of its date of issuance thereof and (y) not later than the date which is five Business Days prior to the Scheduled Revolving Credit Termination Specified Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods and (which shall in no event extend beyond the date referred to in clause (yc) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State in which the corporate headquarters of New York. (c) The the relevant Issuing Lender is located or such other jurisdiction as is acceptable to the relevant Issuing Lender. No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender 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, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(aSection 2.8(a), agrees to issue letters of credit ("Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or the Foreign L/C Usage would exceed the Foreign L/C Sublimit or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timezero. Each Letter of Credit shall (i) be denominated in Dollars or Yen; provided, however, that a Letter of Credit will only be issued in Yen if, as of the proposed date of issuance of such Letter of Credit, the Issuing Lender determines, in its reasonable judgment (which shall be binding on all Revolving Lenders), that Yen are available in sufficient amount, at a reasonable cost and are otherwise freely convertible and exchangeable into Dollars, (ii) have a face amount of at least $50,000 or the Dollar Equivalent thereof (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 which that is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) Schedule 2.5(c) contains a description of all letters of credit issued by any Lender pursuant to the Existing Credit Facility and which are to remain outstanding on the Closing Date (collectively, the "Existing Letters of Credit") and sets forth, with respect to each such letter of credit, (i) the name of the issuing lender, (ii) the letter of credit number, (iii) the stated amount, (iv) the name of the beneficiary and (v) the expiry date. Each such letter of credit, including any extension thereof, shall constitute a "Letter of Credit" under, as defined in, and for all purposes of, this Agreement and shall be deemed issued on the Closing Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders L/C Participants set forth in subsection 3.4(aSection 2.20(d), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Five-Year Commitment Period in such form as may be approved from time to time by the applicable Issuing Lender; provided that the no Issuing Lender shall not have any an obligation to issue any Letter of Credit ifto the extent that, after giving effect to such issuance, (i) the L/C Obligations would exceed the aggregate L/C CommitmentCommitments of all Issuing Lenders, (ii) (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by an Issuing Lender at such time plus (y) the unreimbursed portion of any payment made by such Issuing Lender under a Letter of Credit would exceed such Issuing Lender’s L/C Commitment or (iii) the aggregate amount of the Five-Year Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timezero. 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 which that is five Business Days prior to the Scheduled Revolving Credit 2024 Extended 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). Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Application therefore, whether or not such maximum face amount is in effect at such time. No Issuing Lender shall have any obligation hereunder to issue commercial letters of credit. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (ci) The Issuing Lender Lenders shall not at any time be obligated to issue any Letter of Credit hereunder if to the extent (a) that such issuance would conflict with, or cause the any Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (b) any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over an Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Amendment and Restatement Effective Date, or shall impose upon an Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Amendment and Restatement Effective Date and which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (c) the issuance of such Letter of Credit would violate one or more policies of an Issuing Lender applicable to letters of credit generally. (ii) [Reserved].

L/C Commitment. (a) Subject to the terms and conditions hereof, the (i) each Issuing LenderLender having an L/C Fronting Commitment, in reliance on the agreements of the other Revolving Credit Lenders L/C Participants set forth in subsection Section 3.4(a), agrees to issue letters of credit ("Fronted Letters of Credit") Credit in an aggregate Dollar Amount at any time outstanding not to exceed its L/C Fronting Commitment for the account of the any Borrower on any Business Day during from and after the Closing Date in such form as may be approved from time to time by such Issuing Lender, (ii) each Several Issuing Lender (including the L/C Agent as Several Issuing Lender for any Participating Lenders in accordance with subsection (b) below) severally agrees (A) to issue Several Letters of Credit in such Several Issuing Lender’s Revolving Credit Commitment Period Percentage for the account of any Borrower on any Business Day from and after the Closing Date in such form as may be approved from time to time by the Issuing Lender and (B) to honor its Revolving Commitment Percentage of drawings under the Several Letters of Credit and (iii) each Participating Lender hereby agrees to purchase from the L/C Agent a risk participation in the portion of such Several Letter of Credit issued by the L/C Agent pursuant to this Section for the benefit of such Participating Lender in an amount equal to such Participating Lender’s Revolving Commitment Percentage; provided that neither the applicable Issuing Lender nor any Several Issuing Lender shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (iI) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iiiII) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Japanese Yen Loans plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations, Obligations would exceed an amount equal to the Aggregate Revolving Commitment or (III) the aggregate principal amount of all outstanding Revolving Credit Loans and Overdraft Advances then plus the aggregate principal amount of outstanding would Japanese Yen Loans plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations for the account of any Designated Borrower shall notwould exceed the applicable Designated Borrower Sublimit. (b) In addition, the L/C Agent agrees that with respect to Several Letters of Credit as to which any Lender is a Participating Lender and which are issued after L/C Agent’s receipt of the applicable Participating Notice from such Lender, the L/C Agent shall, in reliance on the agreements of the Participating Lenders set forth in Section 3.1(a)(iii), act as a Several Issuing Lender for such Participating Lender. In the event that there are any Participating Lenders with respect to any Several Letter of Credit, the L/C Agent shall constitute the Several Issuing Lender for such Participating Lender’s Revolving Commitment Percentage of such Several Letter of Credit Commitments at such time. in any relevant calculations with respect thereto (including calculations in Section 3.1(a) above). (c) Each Letter of Credit shall (i) be denominated in Dollars and a Permitted Currency in a minimum amount of $100,000 or such lesser amount acceptable to the Issuing Lender, (ii) be a standby letter of credit issued to support obligations of the Company or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date agreed upon by the Company and the Issuing Lender, which date shall be no later than the earlier of fifth (x5th) the first anniversary of its date of issuance and (y) the date which is five Business Days Day prior to the Scheduled Revolving Credit Termination DateMaturity Date and (iv) be subject to ISP98, provided that any as set forth in the Letter of Credit with a one-year term may provide for Application or as determined by the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. (cd) The Neither any Issuing Lender nor any Several Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the applicable Issuing Lender, any Several Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law, (ii) the issuance of Lawsuch Letter of Credit would violate one or more policies of such Person related to letters of credit generally, (iii) in the case of Several Letters of Credit, if such Letter of Credit is not substantially in the form of Exhibit H (provided that the L/C Agent may agree to reasonable changes to such form, not adverse in any material respect to the interests of the Lenders) or (iv) in the case of Fronted Letters of Credit, after giving effect thereto, the maximum amount of all Fronted Letters of Credit issued by such Issuing Lender shall exceed Dollar Amount of the L/C Fronting Commitment of such Issuing Lender. (e) References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. (f) Notwithstanding anything to the contrary contained in this Section 3.1, the Issuing Lender shall not be obligated to issue any Fronted Letter of Credit at any time a Lender is a Defaulting Lender, nor shall the Issuing Lender be obligated to issue any Several Letter of Credit at any time any Participating Lender with respect thereto is a Defaulting Lender, unless in either such case the Issuing Lender has entered into arrangements (which may include delivery of cash collateral in an amount not less than the Fronting Exposure not reallocated pursuant to Section 4.16(c)) with the Company or such Defaulting Lender which are satisfactory to the Issuing Lender to eliminate the Issuing Lender’s Fronting Exposure (after giving effect to Section 4.16), if any, with respect to any such Defaulting Lender. Further, in the event that any Several Issuing Lender is a Defaulting Lender, the Issuing Lender shall not be obligated to issue any Several Letter of Credit unless the beneficiary, the Company and the Issuing Lender have entered into arrangements with respect to such situation reasonably satisfactory to the Issuing Lender and the Company.

L/C Commitment. (ai) Subject to the terms and conditions hereof, the each Issuing LenderBank, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(aSubsection 2.6(d)(i), agrees to issue letters of credit ("the letters of credit issued on and after the Closing Date pursuant to this Subsection 2.6, collectively, the “Letters of Credit"”) for the account of any Borrower or any of the Parent Borrower’s other Restricted Subsidiaries (so long as a Borrower is a co-applicant and jointly and severally liable thereunder) on any Business Day during the Initial Revolving Credit Commitment Period Period, but in no event later than the 30th day prior to the Initial Revolving Maturity Date in such form as may be approved from time to time by the Issuing LenderBank; provided that the (x) no Issuing Lender Bank shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations in respect of Letters of Credit issued by all Issuing Banks would exceed the L/C Commitment, Commitment Amount or (ii) the aggregate amount of the Available Aggregate Outstanding Revolving Credit Commitments would be less than zero or (iii) of all the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding Lenders would exceed the Revolving Commitments of all the Revolving Lenders then in effect and (y) a Letter of Credit Commitments at shall be issued by the Issuing Bank, unless the L/C Obligations in respect of Letters of Credit issued by all Issuing Banks would exceed the L/C Commitment Amount after giving effect to the issuance of such timeLetter of Credit (it being understood and agreed that the Administrative Agent shall calculate the Euro Equivalent of the then outstanding Revolving Loans in any Designated Currency and the then outstanding L/C Obligations in respect of any Letters of Credit denominated in any Designated Currency on the date on which the Borrower Representative has given the Administrative Agent a Letter of Credit Request with respect to any Letter of Credit for purposes of determining compliance with this Subsection 2.6(a)(i)); provided further, that (1) with respect to each Issuing Bank other than Natixis, New York Branch, the Borrowers shall endeavor in good faith to ensure that Letters of Credit are, to the extent reasonably practicable, issued by such Issuing Banks (x) on a rotating basis and (y) in amounts such that the aggregate L/C Obligations of each such Issuing Bank in respect of Letters of Credit issued by it as a percentage of all the aggregate L/C Obligations of the Issuing Banks other than Natixis, New York Branch in respect of all Letters of Credit issued by such Issuing Banks under this Agreement is (as nearly as is reasonably practicable) not materially greater than each such Issuing Bank’s proportionate share of the L/C Commitment Amount (determined based on each such Issuing Bank having an equal share of the L/C Commitment Amount) unless any Issuing Bank agrees in writing to issue Letters of Credit in excess of its pro rata share or other applicable share, it being understood that no Default, Event of Default or requirement to cash collateralize L/C Obligations shall arise as a result of the aggregate L/C Obligations of any Issuing Bank being in excess of its pro rata or other applicable share and (2) Natixis, New York Branch hereby agrees, subject to the terms and conditions herein, to issue Letters of Credit in an amount such that the L/C Obligations in respect of Letters of Credit issued by it does not exceed €50,000,000. Each Letter of Credit shall (i) be denominated in Dollars Euro or a Designated Currency and shall be either (A) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Parent Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”) or (B) other than with respect to Credit Suisse AG, ING Capital LLC or Nomura International PLC. or any of their respective affiliates (unless agreed by such Person in its sole discretion) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower or any of its Restricted Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”) and (ii) expire unless otherwise agreed by the Issuing Bank, mature not more than twelve months after the date of issuance (automatically renewable annually thereafter or for such longer period of time as may be agreed by the relevant Issuing Bank) and, in any event, no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Scheduled Initial Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for Maturity Date (except to the renewal thereof for additional one-year periods (which shall in no event extend beyond extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the date referred to in clause (y) aboverelevant Issuing Bank). (b) . Each Letter of Credit shall be subject deemed to constitute a utilization of the Uniform Customs andRevolving Commitments and shall be participated in (as more fully described in following Subsection 2.6(d)(i)) by the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. (ii) Unless otherwise agreed by the applicable Issuing Bank and the Borrower Representative, to the extent not inconsistent therewitheach Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, (x) the ISP or, if specified in the applicable Letter of Credit, Uniform Customs shall apply to each Standby Letter of Credit, and (y) the Uniform Customs shall apply to each Commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. In the event of any conflict between the terms of Uniform Customs and this Agreement, the terms of this Agreement shall prevail. (ciii) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the 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, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timezero. 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 which that is five Business Days prior to the Scheduled Latest Applicable 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) 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 (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaw or (ii) the conditions set forth in Section 5.3 are not satisfied. (c) Notwithstanding anything to the contrary contained in this Section 3.1, the Issuing Lender shall not be obligated to issue any Letter of Credit at a time when any other Lender is a Defaulting Lender, unless the Issuing Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Lender to eliminate the Issuing Lender’s Fronting Exposure (after giving effect to Section 2.26(c)) with respect to any such Defaulting Lender, including the delivery of cash collateral.

L/C Commitment. (axii) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Tranche A Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to to, and shall not, issue any Letter of Credit if, after giving effect to such issuance, (ii)(x) the L/C Obligations would exceed the L/C CommitmentCommitment or (y) 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 Credit Tranche A Commitments would be less than zero or (iii) the sum of the Total Extensions of Credit plus the aggregate principal amount of L/C Obligations, Revolving Credit outstanding Competitive Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timeTotal 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 which that is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) Each Letter . 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 the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New Yorkand benefit from this Agreement. (ca) 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 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, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(aSection 3.07(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount Total Extensions of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timeLine Cap. 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 which that is five (5) Business Days prior to the Scheduled Revolving Credit Termination 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) 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 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, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a), Lender agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower (or, with the consent of the applicable Issuing Lender, any Group Member) on any Business Day during the Revolving Letter of Credit Commitment Availability Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed the Total L/C Commitment, (ii) the aggregate amount of Commitments at such time or the Available Revolving Credit Commitments would be less than zero at such time, or (iiiii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding an Overadvance would exceed the Revolving Credit Commitments exist at such time. Each Except as otherwise agreed by the Issuing Lender and the Administrative Agent in their sole discretion, 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 which is five Business Days prior to the Scheduled Revolving Letter of Credit Termination 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 (bii) 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 subject denominated in Dollars, or, in the sole discretion of the Issuing Lender with respect to the Uniform Customs andany particular Letter of Credit, to the extent not inconsistent therewithan alternative foreign currency. For purposes of this Agreement, the laws stated amount of any Letter of Credit issued in an alternative currency shall be converted into Dollars from time to time by the State Issuing Lender and upon any drawing under such Letter of New YorkCredit. (cb) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, by any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) 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. (ai) Prior to the Closing Date, the Existing Issuing Bank has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. (ii) Subject to the terms and conditions hereofhereof (including satisfaction of the conditions precedent set forth in Sections 5.1 (on the Closing Date) and 5.2 (upon the issuance of each Letter of Credit)), the each Issuing LenderBank, in reliance on the agreements of the other Revolving Credit Lenders Banks set forth in subsection 3.4(aSection 2.5(d), agrees to issue standby letters of credit ("together with the Existing Letters of Credit", the “Letters of Credit”) for the account of the Borrower in support of obligations (including performance, bid and similar bonding obligations and credit enhancement) of the Borrower and its Affiliates on any Business Day during on or after the Revolving Credit Commitment Period Closing Date and prior to the Termination Date in such form as may be approved from time to time by the such Issuing LenderBank; provided that the no Issuing Lender Bank shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (iA) the L/C Obligations would exceed the L/C Commitment, Commitment or (iiB) the aggregate amount Total Outstanding Extensions of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Total Commitments at then in effect and provided, further, that neither JPMorgan Chase Bank, N.A. nor Bank of America, N.A. shall be required, without the consent of such time. Each Letter Issuing Bank, to issue Letters of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier excess of (x) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that $100,000,000 at any Letter of Credit with a one-year term may provide time outstanding for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)each such Issuing Bank. (biii) Each Letter of Credit shall be subject denominated in Dollars and shall be a standby letter of credit issued to the Uniform Customs and, to the extent not inconsistent therewith, the laws support obligations of the State Borrower or any of New Yorkits Affiliates, contingent or otherwise, and expire no later than the Maturity Date. (civ) The No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Participant to exceed any limits imposed on such Issuing Bank by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue (or cause its Applicable Lending Office to issue) letters of credit and, with the consent of such Issuing Lender, letters of guarantee ("Letters each a “Letter of Credit"”) under the Domestic Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Credit Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderpurpose thereof; provided provided, that the (i) no Applicable Account Party shall request, and no Issuing Lender shall not have any obligation be required to issue (or cause its Applicable Lending Office to issue), any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Obligations Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C CommitmentSublimit then in effect, (C) the Total Consolidated GMF Exposure would exceed $3 billion or (D) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Total Domestic Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total Domestic Commitments then in effect and (ii) the aggregate amount Company shall be jointly and severally liable with respect to each Letter of Credit issued for the Available Revolving Credit Commitments would be less account of an Applicable Account Party (other than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timeCompany). Each Letter of Credit shall (ix) be denominated in Dollars or any Optional Currency and (iiy) expire no later than the earlier of (xA) the first anniversary of its date that is one year after the date of issuance of such Letter of Credit and (yB) the date which is five Business Days prior to the Scheduled Revolving Credit Termination DateDate of such Issuing Lender then in effect; provided, provided that any Letter of Credit with a one-year term or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (yB), unless and to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) or (2) continue past such date referred to in the foregoing clause (B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender; provided, further, that, upon request of the Company and with the consent of the relevant Issuing Lender, a Letter of Credit may have a tenor of longer than one year so long as such Letter of Credit does not extend beyond the date referred to in clause (B) above (or, to the extent such Letter of Credit does extend beyond such date, it is in compliance with the parenthetical in clause (1) above). Any such Collateralization of a Letter of Credit provided by a Loan Party or Applicable Account Party, as applicable, with respect to a Letter of Credit, together with accrued interest or earnings thereon, shall be terminated and (to the extent not applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall be released to the Loan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor. (b) 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 No Issuing Lender shall not at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Tranche 1 Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the relevant Borrower on any Business Day during before the Revolving Credit Commitment Period fifth Business Day prior to the Termination Date in such form as may be approved from time to time by the relevant Issuing Lender; provided that the such Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Revolving Extensions of Credit of the Tranche 1 Lenders outstanding at such time would exceed the aggregate amount of Tranche 1 Revolving Commitments would be less than zero or in effect at such time, (iii) the aggregate principal amount Total Revolving Extensions of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding denominated in Canadian Dollars would exceed the Canadian Dollar Equivalent of US$150,000,000 or (iv) the Total Revolving Extensions of Credit Commitments at such timedenominated in Euros would exceed the Euro Equivalent of US$200,000,000. Each Letter of Credit shall (i) be denominated denominated, at the relevant Borrower’s option, in US Dollars, Euros 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 which that is five Business Days prior to the Scheduled latest Termination Date under the Tranche 1 Revolving Credit Termination DateCommitments, 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) 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 An Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaw or contravene such Issuing Lender’s internal policies. (c) On the date on which a Change of Control shall occur, the relevant Borrower shall, with respect to outstanding L/C Obligations, deposit in a non-interest bearing account opened by the Administrative Agent, an amount of cash equal to such outstanding L/C Obligations, which amount held in such account shall be held as collateral security for such Borrower’s Obligations with respect to the related Letters of Credit, and any remaining amounts in such account, after satisfaction of all Obligations in respect of such L/C Obligations, shall be returned to such Borrower.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall not issue any Letter of Credit during the Suspension Period (if any), other than any renewal or extension of existing Letters of Credit without increasing the dollar amount thereof; provided further, that such Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of such Issuing Lender would exceed the L/C CommitmentCommitment of such Issuing Lender then in effect, or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timezero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) except as provided in Section 3.1(b) below, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which that is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) Each If requested by the Borrower, each Issuing Lender agrees to issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Termination Date, based upon the Borrower’s agreement to cash collateralize the L/C Obligations in accordance with Section 3.9. If the Borrower fails to cash collateralize the outstanding L/C Obligations in accordance with the requirements of Section 3.9, each outstanding Letter of Credit shall automatically be subject deemed to be drawn in full on such date and the Uniform Customs and, to the extent not inconsistent therewith, the laws reimbursement obligations of the State Borrower set forth in Section 3.5 shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of New YorkSection 3.9. (c) The Borrower shall grant to the Administrative Agent for the benefit of each Issuing Lender and the Lenders, pursuant to the Guarantee and Collateral Agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 3.1(b) or Section 3.9. Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “L/C Cash Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (d) No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing the Letter of Credit, or any law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date, which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it and which is not subject to indemnification obligations of the Borrower hereunder or (iii) issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally. (e) Unless otherwise expressly agreed by the applicable Issuing Lender and the Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, no Issuing Lender shall be responsible to the Borrower for, and no Issuing Lender’s rights and remedies against the Borrower shall be impaired by, any action or inaction of such Issuing Lender required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the law or any order of a jurisdiction where an Issuing Lender or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade—International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice. (f) In the event of any conflict between the terms hereof and the terms of any Application, the terms hereof shall control.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LenderBank, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(aSection 2.20(e), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower or any of its Subsidiaries or Affiliates (or any Joint Venture, provided such Issuing Bank has received all documentation and other information required by regulatory authorities with respect to such Joint Venture under applicable “know your customer”, “beneficial ownership” and anti-money laundering rules and regulations, including with respect to the PATRIOT Act and Beneficial Ownership Regulation, in a form reasonably satisfactory to such Issuing Bank and the Administrative Agent) on any Business Day during the Revolving Credit period from the Closing Date to the Commitment Period Termination Date of such Issuing Bank in such form as may be approved from time to time by the such Issuing LenderBank; provided that the no Issuing Lender Bank shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) without the consent of the applicable Issuing Bank, (A) in the case of any Principal Issuing Bank, the L/C Obligations with respect to Letters of Credit issued by such Principal Issuing Bank would exceed $50,000,000 or such other amount (not to exceed, when added to the Letter of Credit commitments of all other Issuing Banks, the L/C Sublimit) as may be agreed to by such Principal Issuing Bank and the Borrower in writing from time to time (with prompt notice to the Administrative Agent), and (B) in the case of any other Issuing Bank, the L/C Obligations with respect to Letters of Credit issued by such Issuing Bank would exceed such amount (not to exceed, when added to the Letter of Credit commitments of all other Issuing Banks, the L/C Sublimit) as may be agreed to by such Issuing Bank and the Borrower in writing from time to time (with prompt notice to the Administrative Agent), (ii) the outstanding amount of L/C Obligations would exceed the L/C Commitment, (ii) Sublimit or the aggregate principal amount of the Total Extensions of Credit would exceed the aggregate amount of the Available Revolving Credit Commitments would be less than zero Commitments, or (iii) in the aggregate principal amount event that the Commitment Termination Date shall have been extended pursuant to Section 2.21 with respect to some but not all of the Lenders, the portion of the L/C Obligations, Revolving Obligations attributable to Letters of Credit Loans and Overdraft Advances then outstanding would with expiry dates after any Existing Commitment Termination Date will exceed the Revolving Credit portion of the aggregate Commitments at attributable to the Commitments of the Lenders with respect to which the Commitment Termination Date shall have been extended beyond such timeExisting Commitment Termination Date. Each Letter of Credit shall (iA) be denominated in Dollars Dollars, (B) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Bank) and (iiC) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which that is five Business Days prior to the Scheduled Revolving Credit Commitment Termination DateDate of the applicable Issuing Bank, 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) Each Letter . 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 Uniform Customs and, terms and conditions hereof. It is agreed that the Borrower shall have the right from and after the Closing Date to the extent not inconsistent therewith, the laws request that any letter of the State of New York. credit issued by a Principal Issuing Bank pursuant to documentation other than this Agreement be deemed (c) The Issuing Lender shall not at any time during the Commitment Period of such Principal Issuing Bank) to constitute a Letter of Credit issued under this Agreement, and, provided that all requirements of this Agreement that would then be obligated applicable to issue any the issuance of such letter of credit if it were then being newly issued as a Letter of Credit hereunder are satisfied (including the satisfaction of the conditions precedent set forth in Section 4.2), and with the consent of the applicable Principal Issuing Bank, such letter of credit shall be so deemed to constitute a Letter of Credit issued under this Agreement as fully as if it were then newly issued under this Agreement. The applicable Principal Issuing Bank shall provide the Administrative Agent with a copy of each such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Letter of LawCredit in accordance with Section 2.20(b) below.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue at the request of the Borrower letters of credit ("Letters each a “Letter of Credit"”) for the account of the Borrower any Group Member on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that (i) the Borrower shall not request, and no Issuing Lender shall not have any obligation be required to issue issue, any Letter of Credit if, if after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in OptionalL/C Foreign Currencies issued by such Issuing Lender plus (y) the outstanding amount of all Letters of Credit issued by such Issuing Lender other than those denominated in OptionalL/C Foreign Currencies would exceed such Issuing Lender’s L/C Obligations Commitment then in effect, (B) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in OptionalL/C Foreign Currencies plus (y) the outstanding amount of all Letters of Credit other than those denominated in OptionalL/C Foreign Currencies would exceed the L/C CommitmentSublimit then in effect, or (C) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in OptionalL/C Foreign Currencies plus (y) the then Outstanding Aamount of the Extensions of Credit other than Letters of Credit denominated in OptionalL/C Foreign Currencies would exceed the lesser of (AI) the Total Commitments then in effect and (BII) the Borrowing Base and (ii) the aggregate amount Borrower shall be a co-applicant, and jointly and severally liable with respect to, each Letter of Credit issued for the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount account of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such timeany other Group Member. Each Letter of Credit shall (ix) be denominated in Dollars or, if agreed by the applicable Issuing Lender, any OptionalL/C Foreign Currency and (iiy) expire no later than the earlier of (xA) the first anniversary of its date that is one year after the date of issuance of such Letter of Credit and (yB) the date which is five Business Days thirty (30) days prior to the Scheduled Revolving Credit Termination DateDate then in effect; provided, provided that any Letter of Credit with a one-year term tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause (yB). If agreed by an Issuing Lender, Letters of Credit issued by such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) abovedays prior to the Termination Date then in effect); provided that the Borrower shall not request the issuance of any such Letter of Credit if the aggregate face amount of all such Letters of Credit outstanding on the date of such request and giving effect to the proposed issuance would exceed the Dollar Equivalent of $10,000,000. (b) 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 An Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("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 Credit Commitment Period Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall not have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iiib) 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, Revolving Credit Loans and Overdraft Advances then outstanding Obligations would exceed the Revolving Credit Commitments at such timeCommitment. Each Letter of Credit shall (i) be denominated in Dollars and in a minimum amount acceptable to 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 satisfactory to the Issuing Lender, which date shall be no later than the earlier of (xi) the first anniversary of one (1) year after its date of issuance and (yii) the date which is five fifth (5th) Business Days Day prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods Maturity Date and (which shall in no event extend beyond the date referred to in clause (yiv) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. North Carolina or (c) The Issuing Lender shall not at any time the Borrower and its Subsidiaries would no longer be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.in pro forma

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue standby letters of credit and to the extent agreed to by an Issuing Lender, bank guarantees and commercial letters of credit providing for the payment of cash upon the honoring of a presentation thereunder ("collectively, with the letters of credit existing under the Original Credit Facility on the date hereof and described on Schedule 1.1-3, “Letters of Credit"”) for the account of the Initial Borrower or the account of any of its Restricted Subsidiaries (provided that the Initial Borrower shall be an applicant, and be fully and unconditionally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary) on any Business Day during prior to the date that is thirty (30) days prior to the Revolving Credit Commitment Period Termination Date in such form as may be approved from time to time by the Issuing LenderLenders; provided that the no Issuing Lender shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding Obligation of such Issuing Lender would exceed the Revolving Credit Commitments at such timeits L/C Sublimit. Each Letter of Credit shall (i) be denominated in Dollars and Dollars, (ii) have a stated amount acceptable to the relevant Issuing Lender, (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance issuance, or such longer period as is reasonably acceptable to the Issuing Lender, and (y) the date which that is five three (3) Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term the consent of the applicable Issuing Lender may provide for the renewal or extension thereof for additional one-year periods or such longer period of time as may be agreed by the Issuing Lender (which shall in no event extend beyond the date referred to in clause (y) above, except to the extent the L/C Obligations under such Letter of Credit have been Cash Collateralized); provided, further, that the Issuing Lenders shall not renew or extend any such Letter of Credit if it has received written notice (or otherwise has knowledge) that an Event of Default has occurred and is continuing or any of the conditions set forth in Section 5.2 are not satisfied prior to the date of the decision to renew or extend such Letter of Credit and (iv) be otherwise reasonably acceptable in all respects to the Issuing Lenders. Unless otherwise directed by the Issuing Lenders, the Borrower Representative shall not be required to make a specific request to an Issuing Lender for any such extension. Once any Letter of Credit has been issued that may be extended automatically pursuant to the foregoing, the Revolving Lenders shall be deemed to have authorized (but may not require) the Issuing Lenders to permit the extension of such Letter of Credit, including to the date that is five (5) Business Days prior to the Revolving Termination Date. For the avoidance of doubt, the letters of credit identified on Schedule 1.1-3 shall be deemed Letters of Credit for all purposes under this Agreement. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaw or (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it.