Common use of L/C Commitment Clause in Contracts

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a Class, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three Business Days prior to the Revolving Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassBank, in reliance on the agreements of the other Revolving Lenders of such Class Banks set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class in dollars for the account of the Borrower or any Guarantor Company on any Business Day during on and after the Revolving Effective Date and until the termination of the Commitment Period of the Issuing Bank in accordance with the terms hereof, in such form as may be approved from time to time by such the Issuing LenderBank; provided that Barclays Bank PLC shall have no obligation to issue commercial Letters of Credit hereunder; provided, further, that no Issuing Lender Bank shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the excess of the Total Commitment over the aggregate amount of the Available Revolving Commitments of such Class Loans and L/C Obligations then outstanding would be less than zero; provided, further, that no Initial Issuing Bank shall at any time be obligated to issue any Letter of Credit if, after giving effect to such issuance, the sum of (x) the aggregate undrawn and unexpired amount of all then outstanding Letters of Credit issued by such Initial Issuing Bank and (y) the aggregate amount of drawings under Letters of Credit issued by such Initial Issuing Bank that have not then been reimbursed pursuant Section 3.5 would exceed $100,000,000. Each Letter of Credit shall (i) be denominated, denominated in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving later of (A) the Original Termination Date and (unless cash collateralized or backstoppedB) if any Commitments are extended pursuant to Section 2.25, in each case in a manner agreed such extended termination date as determined pursuant to by the Borrower and the Issuing Lender); Section 2.25, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Applicable Issuing Lender of a ClassParty, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section Sections 3.4(a) and 3.8(b), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor Borrowers on any Business Day during the Revolving Commitment Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that no such Applicable Issuing Lender Party shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency Pounds Sterling and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender)Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, each U.S. Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class U.S. L/C Participants set forth in Section 3.4(a3.10(a), agrees to issue documentary or standby letters of credit (“U.S. Letters of Credit”) under the Revolving Commitments of such Class for the account of the U.S. Borrower or any Guarantor on any Business Day during the Revolving Commitment Period for the U.S. Revolving Facility in such form as may be approved from time to time by such U.S. Issuing Lender; provided that no U.S. Issuing Lender shall have any obligation to issue any U.S. Letter of Credit if, after giving effect to such issuance, (i) the U.S. L/C Obligations of both Classes taken together would exceed the U.S. L/C Sub Commitment or (ii) the aggregate amount of the Available U.S. Revolving Commitments of such Class all U.S. Revolving Lenders would be less than zero. On the Closing Date, the Existing Letters of Credit will automatically, without any action on the part of any Person, be deemed to be U.S. Letters of Credit issued hereunder for the account of the U.S. Borrower for all purposes of this Agreement and the other Loan Documents. Each U.S. Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and issuance, (y) the date that which is three five Business Days prior to the latest Revolving Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by of the Borrower and the Issuing Lender)U.S. Revolving Facility; provided that any U.S. Letter of Credit with a one-one year term may provide for the renewal thereof for additional one-one year periods (which shall in no event extend beyond the date referred to in clause (y) aboveabove or (z) below) and (z) unless the U.S. Borrower has made arrangements satisfactory to the U.S. Issuing Lender (including to cash collateralize the applicable portion of such U.S. Letter of Credit or provide an undertaking to maintain sufficient available Replacement Revolving Commitments), the earliest Revolving Termination Date of any U.S. Revolving Commitment then in effect.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a)3.3, agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class Credit for the account of the Borrower or any Guarantor of its Subsidiaries and to amend or extend Letters of Credit previously issued by it, in accordance with Section 3.2(b), on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is three Business Days prior to one year after the Revolving Credit Termination Date (unless cash collateralized or backstoppedDate, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which it being understood that in the event the expiry date of any requested Letter of Credit would occur after the Revolving Credit Termination Date, all L/C Obligations in respect of such Letters of Credit shall be Cash Collateralized no later than one month prior to the Revolving Credit Termination Date in no event extend beyond accordance with Section 2.23) as set forth in Section 3.2(c). All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the date referred Closing Date shall be subject to in clause (y) above)and governed by the terms and conditions hereof.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower (and on behalf of the Borrower or any Guarantor of its Subsidiaries or Joint Ventures) on any Business Day during the Revolving Commitment Period in such customary form as may be approved from time to time by such the Issuing Lender; provided that no Issuing Lender shall 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 both Classes taken together 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 Commitment or Obligations would exceed the aggregate L/C Commitments then in effect, (iiiii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero or (iv) the Availability would be less than zero. Each Letter of Credit shall (iA) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (iiB) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three Business Days prior to 364 days after the Revolving Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender)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 (II) at least 60 days prior to the Termination Date, Borrower shall, to the extent of the balance, replace outstanding Letters of Credit and/or deposit an amount equal to the Minimum Collateral Amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of a Subsidiary or Joint Venture inures to the benefit of the Borrower and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiary or joint venture.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Credit Lenders of such Class set forth in Section 3.4(a3.04(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor 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 Revolving Commitment Period Credit Termination Date and (w) the termination of the Revolving Credit Commitments in accordance with the terms hereof, in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, immediately after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments of such Class would be less than zero, (iii) the Revolving Extensions of Credit of any Lender would exceed such Lender’s Revolving Credit Commitment or (iv) the L/C Obligations in respect of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Fronting Cap. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is three five Business Days prior to the Revolving Credit Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender)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.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees agrees, in the case of Credit Suisse AG, to continue under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the expiration or earlier termination thereof and, in the case of each other Issuing Lender, 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”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) any Revolving Lender’s Available Revolving Commitment or the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Permitted Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three Business Days prior to the Revolving Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Credit Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Restatement Closing Date pursuant to this Section 3, together with all Existing Letters of Credit, the “Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is three five Business Days prior to the Revolving Credit Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender)Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and from and after the Restatement Closing Date shall be subject to and governed by the terms and conditions hereof and shall constitute “Letters of Credit” for all purposes of this Agreement.

L/C Commitment. (ai) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class Banks set forth in Section 3.4(a2.04(d)(i), agrees to issue standby letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or Company (provided that any Guarantor such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) on any Business Day during the Revolving period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Period Termination Date in such form as may be approved from time to time by such Issuing Lender; provided that no 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 both Classes taken together would exceed the L/C Commitment or Sublimit, (ii) the aggregate amount of the Total Available Revolving Commitments of such Class would be less than zerozero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each Letter of Credit shall (i1) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Alternative Currency and (ii2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving Commitment Termination Date (unless cash collateralized or backstoppedDate, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a5.4(a), agrees to issue letters of credit (“"Letters of Credit”") under the Revolving Commitments of such Class for the account of the relevant Borrower or any Guarantor on any Business Day during from the Revolving Commitment Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Utilized Revolving Commitments of such Class would be less greater than zerothe Revolving Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent hereto, the aggregate amount of all outstanding Letters of Credit issued by JPMCB or Barclays Bank PLC, each as Issuing Lender, would exceed 50% of the L/C Commitment. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency and (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Lender) and expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving Termination Date Maturity Date; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (unless cash collateralized or backstoppedi) five days preceding the Maturity Date, in each case deposit in a manner agreed cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by Xxxxx'x or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent an amount equal to the L/C Obligations with respect to such Letters of Credit if the relevant Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by Xxxxx'x; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrowers shall survive the Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrowers by the Borrower Issuing Bank after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Issuing Lender); provided that any Letter of Credit with a one-year term may provide Administrative Agent in the manner and for the renewal thereof for additional one-year periods (which shall purposes set forth in no event extend beyond the date referred to in clause (y) aboveSection 10.2(c).

L/C Commitment. (a) Subject to On the terms and subject to the conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Loan Lenders of such Class set forth in Section 3.4(a), agrees to issue standby letters of credit (the letters of credit issued on or after the Effective Date pursuant to this Section 3, collectively, the “Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day on or after the Effective Date and during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender)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 (periods, which shall in no event not extend beyond the date referred to in clause (y) above); provided further that any Letter of Credit may be extended until up to the twelve month anniversary of the Termination Date if the Borrower has, at least five Business Days prior to the Termination Date, delivered Cash Collateral with respect to such Letter of Credit to the Issuing Lender in an amount equal to 105% of the total L/C Obligations as of such date plus any accrued and unpaid interest thereon.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a)5.4, agrees to issue letters of credit (“Letters each a "Letter of Credit”") under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during from the Revolving Commitment Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zeroCommitment. Each Letter of Credit shall (ix) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency applicable Issuing Lender) and (iiz) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving Termination Date Maturity Date; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than five Business Days prior to the Maturity Date, the Borrower shall, not later than (unless cash collateralized or backstoppedi) five Business Days preceding the Maturity Date, in each case deposit in a manner agreed cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by Xxxxx'x or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent an amount equal to the L/C Obligations with respect to such Letters of Credit if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by Xxxxx'x; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrower shall survive the Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrower by the Borrower applicable Issuing Bank after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Issuing Lender); provided that any Letter of Credit with a one-year term may provide Administrative Agent in the manner and for the renewal thereof for additional one-year periods (which shall purposes set forth in no event extend beyond the date referred to in clause (y) aboveSection 10.2(c).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a3.10(a), agrees to (A) issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor (which Letters of Credit may be issued, subject to Section 8.8, for the account of the Borrower on behalf of its Subsidiaries) on any Business Day during the Revolving Commitment Period in such form as may be reasonably approved from time to time by such the Issuing LenderLender and to amend or renew Letters of Credit previously issued by it and (B) to honor conforming drafts under the Letters of Credit; provided provided, that no the 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 both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstoppedDate; provided, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the Revolving Commitment Period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a Class, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or (or, with the consent of the Lenders, any Guarantor Loan Party) on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together Exposure would exceed the Total L/C Commitments at such time, (2) after giving effect to such issuance, the sum of the L/C Commitment or (ii) Exposure and the aggregate amount of outstanding Revolving Loans would exceed the Available Revolving Commitments of Commitment at such Class would time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be less than zerosatisfied at such time. Each Letter of Credit shall shall, unless agreed by the Lenders, (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving Termination Letter of Credit Maturity Date; provided that Letters of Credit may have termination dates that occur later than five Business Days prior to the Letter of Credit Maturity Date to the extent the Borrower shall have (unless cash collateralized i) Cash Collateralized such Letter of Credit in an amount equal to at least 105% of the stated amount of such Letter of Credit or backstopped, in each case (ii) delivered to the Administrative Agent a letter of credit issued for its benefit in a manner agreed stated amount equal to at least 105% of the stated amount of such Letter of Credit and having terms and conditions, and issued by an issuer, reasonably satisfactory to the Borrower and the Issuing Lender); Administrative Agent, provided further that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class Credit for the account of the Borrower or any Guarantor Borrowers on any Business Day during from the Closing Date through but not including the Revolving Commitment Period Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (iib) the aggregate amount outstanding Aggregate Revolving Credit Obligations would exceed the lesser of (x) the Available Revolving Commitments of such Class would be less than zeroCredit Commitment and (y) the Borrowing Base. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and a minimum amount of $25,000, (ii) be issued to support obligations of any Borrower or any of their 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 (xA) one year from the first anniversary of its date of issuance and of such Letter of Credit (y) subject to automatic renewals of Letters of Credit issued by Xxxxx Fargo Bank so long as such renewal periods terminate no later than the date that is three fifth Business Days Day prior to the Revolving Termination Credit Maturity Date) and (B) the fifth Business Day prior to the Revolving Credit Maturity Date and (unless cash collateralized iv) be subject to the ISP or backstoppedUniform Customs , as set forth in each case in a manner agreed to the applicable Application or as determined by the Borrower and Issuing Lender and, to the Issuing Lender); provided that any Letter extent not inconsistent therewith, the laws of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)State of North Carolina.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a2.8(a), agrees to issue standby letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor Restricted Subsidiary on any Business Day during the Revolving Commitment Availability Period in such form as may be approved from time to time by such Issuing Lender, with the face amount of any outstanding Letters of Credit (and, without duplication, any unpaid drawing in respect thereof) reducing the Available Revolving Commitments on a Dollar-for-Dollar basis; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the such Issuing Lender’s Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency an Alternate Currency, (ii) have a face amount of at least $100,000 (unless otherwise agreed by such Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance (unless otherwise agreed by the applicable Issuing Lender) and (y) the date that is three five (5) Business Days prior to the Revolving Termination Date (unless cash collateralized or backstoppedbackstopped or otherwise supported, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for automatic renewals and extensions pursuant to Section 2.6(b). Each Letter of Credit shall be governed by laws of the renewal thereof for additional one-year periods State of New York (which unless the laws of another jurisdiction is agreed to by the respective Issuing Lender). Notwithstanding anything herein to the contrary, no Issuing Lender shall in no event extend beyond the date referred have any obligation under this Agreement to in clause (y) above)issue a commercial letter of credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a3.10(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during the Revolving Commitment Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in (ii) have a face amount of at least $100,000 (unless otherwise agreed by the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five (5) Business Days prior to the Revolving Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender)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) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (“standby and commercial Letters of Credit”) under the Revolving Commitments of such Class Credit for the account of the Borrower or any Guarantor on any Business Day during from the Closing Date through but not including the Revolving Commitment Period Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (iib) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Available Revolving Commitments of such Class would be less than zeroCredit Commitment. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and a minimum amount of $100,000, (ii) be a standby or commercial letter of credit issued to support obligations of the Credit Parties and their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no later than the earlier of (xA) five (5) Business Days prior to the first anniversary of Revolving Credit Maturity Date and (B) one year after its date of issuance and (yiv) the date that is three Business Days prior be subject to the Revolving Termination Date (unless cash collateralized Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or backstopped, in each case in a manner agreed to as determined by the Borrower and Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender); provided that 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 Law. References herein to “issue” and derivations thereof with a one-year term may provide for respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during from the Closing Date through but not including the Revolving Commitment Period Credit Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or Commitment, (iib) the aggregate amount Available Commitment of the Available Revolving Commitments of such Class any Lender would be less than zero, or (c) the aggregate principal amount of all outstanding Loans plus the aggregate outstanding amount of the L/C Obligations (after giving effect to the Letter of Credit being requested at such time) would exceed the Aggregate Commitment. Each Letter of Credit shall (i) be denominateddenominated in Dollars in a minimum amount of $500,000, in the case (ii) be a standby letter of credit issued to support obligations of the Dollar Revolving CommitmentsBorrower or any of its Subsidiaries, in Dollarscontingent or otherwise, or in the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency and (iiiii) expire no later than one (1) year from the earlier of (x) the first anniversary of its date of issuance and thereof; provided, that in no case shall such expiration date be later than five (y5) the date that is three Business Days prior to the Revolving Credit Termination Date and (unless cash collateralized iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Application or backstopped, in each case in a manner agreed to as determined by the Borrower and Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of North Carolina. The Issuing Lender); provided that 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 Law. References herein to “issue” and derivations thereof with a one-year term may provide for respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassBank, in reliance on the agreements of the other Revolving Lenders of such Class L/C Participants set forth in Section 3.4(a3.04(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during Day, at any time and from time to time on and after the Revolving Commitment Period date hereof and until the earlier of the Maturity Date and the date of termination of the Commitments in such form as may be approved from time to time by such the relevant Issuing LenderBank; provided that no Issuing Lender Bank shall have any obligation to issue any Letter Letters of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment $50,000,000 or (ii) the aggregate amount Total Extensions of Credit would exceed the Available Revolving Commitments of such Class would be less than zeroTotal Commitments. Each Letter of Credit shall (i) be denominated, denominated in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving Termination Maturity Date (unless cash collateralized or backstoppedthen in effect, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may may, at the option of the Borrower, provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Any Letter of Credit that extends beyond the date five Business Days prior to the Maturity Date then in effect shall be cash collateralized on such date in a manner satisfactory to the relevant Issuing Bank, and if the aggregate undrawn and unexpired amount under Letters of Credit outstanding as of the date five Business Days prior to a date on which the Total Commitments shall be reduced as a result of certain Banks not having extended their Commitments pursuant to Section 2.12 shall exceed the Total Commitments after giving effect to such reduction, such excess shall be cash collateralized on such date in a manner satisfactory to the relevant Issuing Banks.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a3.10(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the 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 both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or and, except as provided in the case of the Multicurrency Revolving Commitmentsfollowing sentence, in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and or (y) the date that is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstoppedDate, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). The Issuing Lender agrees to issue Letters of Credit with an expiration date later than the date specified in the preceding sentence if, upon the issuance of such Letter of Credit, such Letter of Credit is cash collateralized in the amount that would be required under Section 11.14(b) to deem such Letter of Credit not outstanding, except that until the Loans, the Reimbursement Obligations and the other Obligations under the Loan Documents are paid in full, the Commitments have been terminated and no other Letters of Credit shall be outstanding, such cash collateral shall be subject to the rights of each other Lender under Section 11.7. The Letters of Credit listed on Schedule 3.7, issued by the financial institutions indicated on said Schedule and outstanding on the Closing Date, shall be deemed to be issued hereunder as “Letters of Credit” and shall be subject to all of the provisions of this Agreement applicable to Letters of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue standby and commercial letters of credit; provided, however, that The Royal Bank of Scotland plc shall not be required to issue commercial letters of credit (the letters of credit issued pursuant to this Section 3, collectively, the “Letters of Credit”) under the Revolving Commitments of such Class ), for the account of the Borrower or any Guarantor on any Business Day on or after the Effective Date and during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue issue, amend, extend or renew any Letter of Credit if, after giving effect to such issuance, amendment, extension or renewal, (i) the aggregate amount of L/C Obligations owed by the Borrower to any Issuing Lender shall exceed the amount of such Issuing Lender’s L/C Pro Rata Share of the L/C Commitment (or such higher amount agreed upon in writing between the Borrower and such Issuing Lender), (ii) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or and (iiiii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender)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).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a Classthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Lenders of such Class Committed Note Purchasers set forth in Section 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”) under the Revolving Commitments of such Class for the account of the Borrower Master Issuer or any Guarantor its designee on any Business Day during the Revolving period commencing on the Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall 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 of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of Series 2021-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments of such Series 2021-1 Class would be less than zeroA-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in (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 case of Master Issuer and the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is three ten (10) Business Days prior to the Revolving Commitment Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender“Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date referred (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, further, that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in clause accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (y) above)such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (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 Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue standby and/or trade letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower (provided that any Letter of Credit may be for the benefit of Holdings or any Guarantor other Group Member) on any Business Day during prior to the end of the Revolving Commitment Period in such form as may be approved from time to time by such Issuing LenderDollars; provided that neither the Administrative Agent or any of its Affiliates shall have any obligation to issue trade Letters of Credit and provided, further, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) (x) the L/C Obligations of both Classes taken together would exceed the aggregate L/C Commitment Commitments of all Issuing Lenders or (y) unless the applicable Issuing Lender consents, the aggregate L/C Obligations in respect of all Letters of Credit issued by such Issuing Lender exceed such Issuing Lender’s L/C Commitment, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero or (iii) the Available Revolving Commitment of such Class any Revolving Lender would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency 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 that is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstoppedDate; provided that, in each case in a manner agreed to if requested by the Borrower and accepted by the applicable Issuing Lender); provided that any Lender in its sole and absolute discretion, 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 notice period for the then current expiry date, such Borrower shall Cash Collateralize the L/C Obligations with respect to such Letter of Credit in an amount not less than the Minimum Collateral Amount applicable to such Letter of Credit)); provided, however, that (1) any such Letter of Credit shall permit such Issuing Lender to prevent any such renewal at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof (the “Nonrenewal Notice”) not later than a number of days in each such twelve month period to be agreed upon at the time such Letter of Credit is issued, (2) such Issuing Lender shall not (x) permit any such renewal if such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise) or (y) be obligated to permit such renewal if it has received notice (which may be in writing or by telephone (if immediately confirmed in writing)) on or before the day that is seven Business Days before the date of the Nonrenewal Notice from the Administrative Agent, the Majority Facility Lenders in respect of the Revolving Facility or the Borrower that one or more of the applicable conditions set forth in Section 5.2 is not then satisfied and, in each such case, directing such Issuing Lender not to permit such renewal.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Credit Lenders of such Class set forth in Section 3.4(a3.04(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor Borrowers and other Restricted Subsidiaries on any Business Day Day, during the period from and including the Closing Date to the earlier of (v) the date that is 10 days prior to the Revolving Commitment Period Credit Maturity Date and (w) the termination of the Revolving Credit Commitments in accordance with the terms hereof, in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, immediately after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments of such Class would be less than zerozero or (iii) the Revolving Extensions of Credit of any Lender would exceed such Lender’s Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Designated Alternative Currency and (ii) unless the applicable Issuing Lender otherwise agree in its sole discretion, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender)Credit Maturity Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event not (absent the consent of the applicable Issuing Lender to the contrary) extend beyond the date referred to in clause (y) above). Letters of Credit may be standby Letters of Credit or trade Letters of Credit, as specified in the applicable Application.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a2.8(a), agrees to issue standby or trade letters of credit, bank guaranties or other similar forms of credit issued by such Issuing Lender (together with any Designated Letters of Credit, “Letters of Credit”) under the Revolving Commitments of such Class for the account of the any Borrower or any Guarantor on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or Commitment, (ii) the aggregate amount Outstanding Extensions of Credit of any Lender would exceed such Lender’s Commitment, (iii) the sum of the Available Revolving Commitments Total Outstanding Extensions of Credit would exceed the Total Commitments. No Foreign Borrower shall request and no Issuing Lender shall issue any Letter of Credit for the account of such Class would be less than zeroForeign Borrower if, after issuing such Letter of Credit, the aggregate Foreign Borrower Exposure of all Foreign Borrowers shall exceed the Aggregate Foreign Sublimit then in effect. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed a Foreign Currency, (ii) have a face amount of at least $10,000 or the Foreign Currency Equivalent thereof (unless otherwise agreed by the relevant Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstoppedDate, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) a. Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a)5.4, agrees to issue letters of credit (“Letters each a "Letter of Credit”") under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during from the Revolving Commitment Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Utilized Commitments of such Class would be less greater than zerothe Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by such Issuing Lender would exceed 33⅓% of the L/C Commitment. Each Letter of Credit shall (ix) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency Issuing Lender) and (iiz) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the issuance; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is three Business Days prior later than the Maturity Date, the Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the Revolving Termination Date aggregate then undrawn and unexpired amount of such Letters of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by Xxxxx'x or (unless cash collateralized or backstoppedii) fifteen days preceding the Maturity Date, in each case deposit in a manner agreed to cash collateral account opened by the Borrower Administrative Agent an amount equal to the aggregate then undrawn and the Issuing Lender); provided that any Letter unexpired amount of such Letters of Credit with a oneif the Borrower's senior unsecured long-year term may provide term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by Xxxxx'x. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the renewal thereof for additional one-year periods (which shall purposes set forth in no event extend beyond the date referred to in clause (y) aboveSection 10.2(c).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Credit Lenders of such Class set forth in Section 3.4(a3.04(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor Borrowers on any Business Day Day, during the period from and including the Original Closing Date to the earlier of (v) the date that is 30 days prior to the Revolving Commitment Period Credit Termination Date and (w) the termination of the Revolving Credit Commitments in accordance with the terms hereof, in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, immediately after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments of such Class would be less than zerozero or (iii) the Revolving Extensions of Credit of any Lender would exceed such Lender’s Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is three five Business Days prior to the Revolving Credit Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender)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). Letters of Credit may be standby Letters of Credit or trade Letters of Credit, as specified in the applicable Application; provided, that Credit Suisse AG, as Issuing Lender, shall not be obligated to issue trade Letters of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor and the Co-Borrower, as the case may be, on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zerozero or (iii) the aggregate outstanding amount of Letters of Credit issued by it would exceed $10,000,000. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign another Acceptable Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender)Date; provided that (1) any Letter of Credit may have an expiry date later than the date referred to in clause (y) above if no later than the 30th day prior to the Revolving Termination Date (or for any Letters of Credit issued after such date, the date of issuance), the Borrower shall deposit in a cash collateral account opened by the Administrative Agent an amount equal to 105% of the aggregate then undrawn and unexpired amount of such Letters of Credit and (2) any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) aboveabove (or, as long as the requirements under clause (1) are satisfied, the first anniversary of the Revolving Termination Date)).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor the Subsidiaries listed on Schedule 3.1 (as such schedule may be updated from time to time to the satisfaction of the Issuing Lender), and to amend or extend Letters of Credit previously issued by it, on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment Commitment, (ii) the L/C Obligations in respect of Letters of Credit issued by the Issuing Lender would exceed the Issuing Lender’s L/C Sublimit or (iiiii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender)Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above); provided further, that in the event any such Letter of Credit is renewed beyond the date referred to in clause (y) above, such Letter of Credit shall be cash collateralized or otherwise credit supported to the reasonable satisfaction of the Administrative Agent and the Issuing Lender on or prior to the date that is five Business Days prior to the Revolving Termination Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, (i) each Issuing Lender of which is a ClassLender, in reliance on the agreements of the other Revolving Credit Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (“"Letters of Credit”") under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender and (ii) in the event the Issuing Lender is not a Lender, the Administrative Agent, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to cause Letters of Credit to be issued by an Issuing Lender for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to nor shall any Issuing Lender issue any Letter of Credit and the Administrative Agent shall not have any obligation to and shall not cause any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is three five Business Days prior to the Revolving Credit Termination Date (unless cash collateralized or backstoppedDate, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) From and after the Effective Date, each Existing Letter of Credit shall, subject to the terms and conditions hereof, constitute a Letter of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue standby and commercial letters of credit (the letters of credit issued on and after the Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day on or after the Effective Date and during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue issue, amend, extend or renew any Letter of Credit (and no Existing Letter of Credit may become a Letter of Credit hereunder) if, after giving effect to such issuance, amendment, extension or renewal (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender)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).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrowers or (so long as the Parent Borrower or is a co-applicant with respect to any Guarantor such Letter of Credit any of its Restricted Subsidiaries (other than an Additional Borrower)) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have 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 both Classes taken together any L/C Obligations outstanding in any currency other than Dollars) would exceed the L/C Commitment or, (ii) the L/C Obligations in respect of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Issuing Lender Commitment or (iiiii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed another L/C Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstoppedMaturity Date, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a Classthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Lenders of such Class Committed Note Purchasers set forth in Section 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”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor Co-Issuers on any Business Day during the Revolving period commencing on the Series 2021-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall 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 of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of Series 2021-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments of such Series 2021-1 Class would be less than zeroA-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in (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 case of Co-Issuers and the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is three five (5) Business Days prior to the Revolving Commitment Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender“Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date referred (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, further, that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in clause accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date or (y) above)other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, as the beneficiary thereof; (2) allow the Trustee or the Control Party on its behalf to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Unless otherwise expressly agreed by the L/C Provider and the Co-Issuers when a Letter of Credit is issued and subject to applicable laws, the Letters of Credit shall be governed by and subject to ISP or the rules of the Uniform Customs and Practice for Documentary Credits, as published in its most recent version by the International Chamber of Commerce on the date any Letter of Credit is issued.

L/C Commitment. (c) (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Credit Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Restatement Closing Date pursuant to this Section 3, together with all Existing Letters of Credit, the “Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is three five Business Days prior to the Revolving Credit Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender)Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and from and after the Restatement Closing Date shall be subject to and governed by the terms and conditions hereof and shall constitute “Letters of Credit” for all purposes of this Agreement.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassBank, in reliance on the agreements of the other Revolving Lenders of such Class L/C Participants set forth in Section 3.4(a3.04(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during Day, at any time and from time to time on and after the Revolving Commitment Period date hereof and until the earlier of the Maturity Date and the date of termination of the Commitments in such form as may be approved from time to time by such the relevant Issuing LenderBank; provided that no Issuing Lender Bank shall have any obligation to issue any Letter Letters of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment $50,000,000 or (ii) the aggregate amount Total Extensions of Credit would exceed the Available Revolving Commitments of such Class would be less than zeroTotal Commitments. Each Letter of Credit shall (i) be denominated, denominated in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving Termination Maturity Date (unless cash collateralized or backstoppedthen in effect, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may may, at the option of the Borrower, provide for the renewal thereof for additional one-year periods (which shall shall, subject to the first proviso below, in no event extend beyond the date referred to in clause (y) above); provided that a Letter of Credit may extend beyond the date five Business Days prior to the Maturity Date then in effect if it shall be cash collateralized on such date in a manner satisfactory to the relevant Issuing Bank; provided further that if the aggregate undrawn and unexpired amount under Letters of Credit outstanding as of the date five Business Days prior to a date on which the Total Commitments shall be reduced as a result of certain Banks not having extended their Commitments pursuant to Section 2.12 shall exceed the Total Commitments after giving effect to such reduction, such excess shall be cash collateralized on such date in a manner satisfactory to the relevant Issuing Banks.

L/C Commitment. (a) Subject to the terms and conditions hereof, each (i) the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor and to amend Letters of Credit previously issued by it in accordance with Section 3.2 below, on any Business Day during the period from the Closing Date until the date that is seven days prior to the Revolving Commitment Period Termination Date in such form as may be approved from time to time by such the Issuing Lender and (ii) the Revolving Lenders severally agree to participate in Letters of Credit issued for the amount of the Borrower and any drawings thereunder (each Revolving Lender, an “L/C Participant”; provided that no the Issuing Lender shall have any no obligation to issue or amend any Letter of Credit if, after giving effect to such issuanceissuance or amendment, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the Issuing Lender) and (iii) unless the Issuing Lender otherwise consents in writing, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstoppedDate, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). All Existing Letters of Credit shall be deemed, from and after the Closing Date, to be outstanding as a Letter of Credit hereunder and governed by the terms and conditions hereof.

L/C Commitment. (a) Subject Each Issuing Lender will issue standby and commercial letters of credit from time to time denominated in Dollars and/or in one or more Offshore Currencies before the Revolving Maturity Date, in each case containing such terms and conditions hereof, each as are permitted by this Agreement and are reasonably satisfactory to the applicable Issuing Lender and the Company, at the request of a Class, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class and for the account of the Borrower Company (or jointly for the account of the Company and any Guarantor on any Business Day during the Revolving Commitment Period in such form as may be approved Subsidiary) from time to time by before the date which is 30 days prior to the scheduled Revolving Maturity Date; and (b) as more fully set forth in Section 2.3.2, each Lender agrees to purchase a participation in each such Issuing LenderLetter of Credit; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit ifthat, after giving effect to such issuancethe issuance of each Letter of Credit, (i) the L/C Obligations aggregate Stated Amount of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter all Letters of Credit shall (i) be denominated, in not exceed the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier lesser of (x) the first anniversary of its date of issuance $100,000,000 and (y) the date that is three Business Days prior to aggregate Revolving Commitment (the Revolving Termination Date “L/C Sublimit”), (ii) unless cash collateralized or backstoppedotherwise agreed by an individual Issuing Lender (in its sole discretion), in each case in a manner agreed to the Stated Amount of all Letters of Credit issued by the Borrower and the such Issuing Lender shall not exceed such Issuing Lender); provided that any Letter ’s L/C Commitment, (iii) the sum of the aggregate outstanding Dollar Equivalent amount of all Offshore Currency Loans plus the Stated Amount of all Letters of Credit with a one-year term may provide for denominated in an Offshore Currency shall not exceed the renewal thereof for additional one-year periods Offshore Currency Sublimit, (which iv) each Revolving Lender’s Revolving Credit Exposure shall in no event extend beyond not exceed such Revolving Lender’s Revolving Commitment; and (v) the date referred to in clause (y) above)aggregate Revolving Credit Exposure shall not exceed the aggregate Revolving Commitment.

L/C Commitment. (a) From and after the Effective Date, each Existing Letter of Credit shall, subject to the terms and conditions hereof, constitute a Letter of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue standby and commercial letters of credit (the letters of credit issued on and after the Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day on or after the Effective Date and during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue issue, amend, extend or renew any Letter of Credit (and no Existing Letter of Credit may become a Letter of Credit hereunder) if, after giving effect to such issuance, amendment, extension or renewal (or to the transfer of such Existing Letter of Credit hereunder, as the case may be), (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of both Classes taken together the Available Commitments would be less than zero, (iii) if the purpose of such Letter of Credit is energy procurement, the aggregate outstanding amount of L/C Obligations in respect of Letters of Credit issued for energy procurement purposes would exceed the Procurement L/C Facility Limit or (iv) subject to Section 10.1, if such Letter of Credit is a Non-Procurement Letter of Credit, the aggregate outstanding amount of L/C Obligations in respect of Non-Procurement Letters of Credit (A) plus the aggregate outstanding amount of L/C Obligations in respect of Letters of Credit issued for energy procurement purposes would exceed the L/C Commitment or (iiB) plus the aggregate outstanding principal amount of all Loans would exceed the Available Revolving Commitments Non-Procurement Facility Limit. The Administrative Agent, the Issuing Lenders and the Lenders shall be entitled to rely conclusively on the Borrower’s statements in determining whether the limitation set forth in clauses (iii) and (iv) of such Class would the preceding sentence are satisfied; and the Administrative Agent, the Issuing Lenders and the Lenders shall not be less than zerorequired to maintain any records with respect to whether or not the Procurement L/C Facility Limit is exceeded at any time. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender)Date; provided that any Letter of Credit with a one-year oneyear 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).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a Classthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Lenders of such Class Committed Note Purchasers set forth in Section 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”) under the Revolving Commitments of such Class for the account of the Borrower any Co-Issuer or any Guarantor its designee on any Business Day during the Revolving period commencing on the Series 2019-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall 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 of both Classes taken together would exceed the L/C Commitment Commitment, or (ii) the aggregate amount of Series 2019-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments of such Series 2019-1 Class would be less than zeroA-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in (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 case of Co-Issuers and the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is three ten (10) Business Days prior to the Revolving Commitment Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender“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 (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

L/C Commitment. (a) As of the Closing Date, the letters of credit listed on Schedule 3.1 shall be deemed to have been issued hereunder and be deemed to be Letters of Credit for all purposes hereunder. Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other US$ Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Parent Borrower or or, subject to Section 3.2, any Guarantor Subsidiary on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the Dollar Equivalent of the L/C Obligations of both Classes taken together (as determined by the Administrative Agent) would exceed the L/C Commitment or (ii) the aggregate amount of the Available US$ Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case provide for payment of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, drawings in Dollars or in any Agreed Foreign Currency a foreign currency reasonably acceptable to the Administrative Agent, and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance issuance, or such longer annual periods as the Issuing Lender may agree, and (y) the date that is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstoppedDate, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term described in clause (x) above may provide for the renewal thereof for additional one-year annual periods (which shall in no event extend beyond the date referred to in clause (y) above). Notwithstanding the foregoing, the Issuing Lender, in its sole discretion, may issue one or more Letters of Credit, each with an expiration date extending beyond the Revolving Termination Date (each a “Designated Letter of Credit” and, collectively, the “Designated Letters of Credit”); provided that on or before the date that is 120 days prior to the Revolving Termination Date, to the extent that any Designated Letter of Credit remains outstanding, the applicable Borrower shall cash collateralize the aggregate then undrawn and unexpired amount of all Designated Letters of Credit outstanding at such time in accordance with the provisions of Section 8. In the event that the applicable Borrower fails to cash collateralize the outstanding Designated Letters of Credit by the date that is 90 days prior to the Revolving Termination Date, each such outstanding Designated Letter of Credit shall automatically be deemed drawn in full and such Borrower shall be deemed to have requested a Revolving Loan to be funded by the Lenders on the date that is 90 days prior to the Revolving Termination Date to reimburse such drawing (with the proceeds of such Revolving Loan being used to cash collateralize outstanding Designated Letters of Credit as set forth above). Subject to Section 2.3 and Section 5.2 hereof, the funding by a Lender of its pro rata share of such Revolving Loan to cash collateralize the outstanding Designated Letters of Credit on the Revolving Termination Date shall be deemed payment by such Lender in respect of its participation in each such Designated Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassBank, in reliance on the agreements of the other Revolving Lenders of such Class Banks set forth in Section 3.4(asubsection 3.5(a), agrees to issue irrevocable standby letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during on or after the Revolving Amendment Effective Date until the date which is five (5) Business Days prior to the end of the Commitment Period in such form as may be approved from time to time by the Issuing Bank (all such letters of credit outstanding on the date hereof and all letters of credit to be issued hereunder, together with all extensions, renewals and replacements thereof, are herein collectively referred to as the "Letters of Credit"); PROVIDED that the Issuing Lender; provided that no Issuing Lender Bank shall have any no obligation to issue any Letter of Credit if at the time of such issuance a Default exists or an Event of Default has occurred and is continuing or if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments of such Class Credit Commitment would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance Termination Date and (yiii) the expire no later than a date that is three Business Days prior to the Revolving Termination Date one (unless cash collateralized or backstopped1) year after its issuance, in each case in a manner agreed to by the Borrower and the Issuing Lender); 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 (yii) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each (i) the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor and to amend Letters of Credit previously issued by it in accordance with Section 3.2 below, on any Business Day during the period from the Closing Date until the date that is seven days prior to the Revolving Commitment Period Termination Date in such form as may be approved from time to time by such the Issuing LenderLender and (ii) the Lenders severally agree to participate in Letters of Credit issued for the amount of the Borrower and any drawings thereunder; provided that no the Issuing Lender shall have any no obligation to issue or amend any Letter of Credit if, after giving effect to such issuanceissuance or amendment, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the Issuing Lender) and (iii) unless the Issuing Lender otherwise consents in writing, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstoppedDate, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). All Existing Letters of Credit shall be deemed, from and after the Closing Date, to be outstanding as a Letter of Credit hereunder and governed by the terms and conditions hereof.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a Classthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Lenders of such Class Committed Note Purchasers set forth in Section 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”) under the Revolving Commitments of such Class for the account of the Borrower any Co-Issuer or any Guarantor its designee on any Business Day during the Revolving period commencing on the Series 2018-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall 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 of both Classes taken together would exceed the L/C Commitment Commitment, or (ii) the aggregate amount of Series 2018-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments of such Series 2018-1 Class would be less than zeroA-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in (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 case of Co-Issuers and the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is three ten (10) Business Days prior to the Revolving Commitment Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender“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 (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a3.10(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during the Revolving Commitment Availability Period substantially in the form of Exhibit M or in such other form as may be approved from time to time by such the Issuing Lender; provided that no the 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 both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in (ii) have a face amount of at least $100,000 (unless otherwise agreed by the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five (5) Business Days prior to the Revolving Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender)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) above). Each Letter of Credit shall be denominated in Dollars, issued on a sight basis only and governed by laws of the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98).

L/C Commitment. (a) Prior to the date hereof, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit collectively, “Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor Subsidiary on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment (provided further that Bank of America, N.A., in its capacity as Issuing Lender, shall have no obligation to issue any Letter of Credit, if after giving effect to such issuance, the L/C obligations in respect of Letters of Credit issued by it would exceed $40,000,000) or (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or any other currency deemed acceptable by the Administrative Agent and the Issuing Lender, each in the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency its sole discretion and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender)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). In the case of any Letter of Credit denominated in any currency other than Dollars, it is understood and agreed that, for all purposes of this Agreement, the face amount and drawable amount thereof at the time of issuance, and the amount of any unreimbursed drawing in respect thereof at the end of each subsequent L/C Fee Payment Date or on any applicable date of measurement hereunder, shall be deemed to be the equivalent in Dollars of such amount at such time, in each case as reasonably determined by the Administrative Agent in a manner acceptable to the Administrative Agent, the Borrower and the Issuing Lender in respect of such Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during from the Revolving 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 such the applicable Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the aggregate amount of L/C Obligations of both Classes taken together would exceed the L/C Commitment or (iib) the aggregate amount of L/C Obligations would exceed the Available Revolving Commitments of such Class would be less than zeroBorrowing Limit. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars in a minimum amount of $100,000 (or in any Agreed Foreign Currency and such lesser amount as agreed to by the applicable Issuing Lender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire on a date that is no later than the earlier of (xA) twelve (12) or thirteen (13) months (as requested by the first anniversary of its Borrower) after the date of issuance or last renewal of such Letter of Credit, and (yB) the date that is three fifth (5th) Business Days Day prior to the Revolving Termination Maturity Date and (unless cash collateralized or backstoppediv) be subject to ISP98 and, in each case in a manner agreed to by the Borrower and extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender); provided that Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. 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. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, 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)Letter of Credit issued and outstanding hereunder.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a Classthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Lenders of such Class Committed Note Purchasers set forth in Section 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”) under the Revolving Commitments of such Class for the account of the Borrower Master Issuer or any Guarantor its designee on any Business Day during the Revolving period commencing on the Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall 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 of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of Series 2019-1 Class A-1 Notes Exposure Amount would exceed the Available Revolving Commitments of such Series 2019-1 Class would be less than zeroA-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in (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 case of Master Issuer and the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is three ten (10) Business Days prior to the Revolving Commitment Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender“Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date referred (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, further, that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in clause accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (y) above)such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (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 Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a Classthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Lenders of such Class Committed Note Purchasers set forth in Section 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”) under the Revolving Commitments of such Class for the account of the Borrower Master Issuer or any Guarantor its designee on any Business Day during the Revolving period commencing on the Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall 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 of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of Series 2022-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments of such Series 2022-1 Class would be less than zeroA-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in (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 case of Master Issuer and the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is three ten (10) Business Days prior to the Revolving Commitment Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender“Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date referred (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, further, that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in clause accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (y) above)such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (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 Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or and any Guarantor of its Subsidiaries and Homebuilding Joint Ventures on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations (exclusive of both Classes taken together unreimbursed drawings that are reimbursed on the date of, and prior to the issuance of, such Letter of Credit) would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero or (iii) the Borrowing Base Availability would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in (ii) have a face amount of at least $5,000 (unless otherwise agreed by the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency relevant Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three Business Days prior 364 days after to the Class A Revolving Facility Termination Date Date, provided (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender); 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 Class A Revolving Facility Termination Date, Borrower shall, to the extent of the balance, replace outstanding Letters of Credit 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.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a Class, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees Lexxxx xgrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower (or any Guarantor other Group Member so long as the Borrower is the applicant on the applicable Application and such Group Member has furnished any documentation required by the Issuing Lender pursuant to “know-your-customer” or any internal requirements) on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together Exposure would exceed either the Total L/C Commitment Commitments or (ii) the aggregate amount of the Available Revolving Commitments of Commitment at such Class would be less than zerotime. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in an Alternative Currency (it being agreed that the Issuing Lender shall have no obligation to issue, renew or extend a Letter of Credit in an Alternative Currency if the Issuing Lender as of any Agreed Foreign Currency date of determination does not issue Letters of Credit in such Alternative Currency), and (ii) unless otherwise agreed to by the Issuing Lender, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three Business Days prior to the Revolving Termination Date (unless cash collateralized or backstoppedLetter of Credit Maturity Date, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) aboveabove unless the Issuing Lender otherwise agrees).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a Classthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Lenders of such Class Committed Note Purchasers set forth in Section 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”) under the Revolving Commitments of such Class for the account of the Borrower Issuer or any Guarantor its designee on any Business Day during the Revolving 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 such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall 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 of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of Series 2020-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments of such Series 2020-1 Class would be less than zeroA-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in (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 case of Issuer and the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is three ten (10) Business Days prior to the Revolving Commitment Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender“Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 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 Issuer in clause accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) above)other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and (B) the Control Party, as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue standby and commercial letters of credit; provided, however, that The Royal Bank of Scotland plc shall not be required to issue commercial letters of credit (the letters of credit issued on and after the Effective Date pursuant to this Section 3, collectively, the “Letters of Credit”) under the Revolving Commitments of such Class ), for the account of the Borrower or any Guarantor on any Business Day on or after the Effective Date and during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue issue, amend, extend or renew any Letter of Credit if, after giving effect to such issuance, amendment, extension or renewal, (i) the aggregate amount of L/C Obligations owed by the Borrower to any Issuing Lender shall exceed the amount of such Issuing Lender’s L/C Pro Rata Share of the L/C Commitment (or such higher amount agreed upon in writing between the Borrower and such Issuing Lender), (ii) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or and (iiiii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender)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).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving L/C Tranche Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit and bank guarantees (each a “Letters Letter of Credit”) under the Revolving Commitments of such Class L/C Tranche Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower or any Guarantor “Applicable Account Party”) on any Business Day during the Revolving Commitment Period of such Issuing Lender in such form as may be approved from time to time by such Issuing Lenderreasonable and customary for the purpose thereof; provided provided, that (i) 509265-1725-11432-13209999 no Applicable Account Party shall request, and no Issuing Lender shall 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 both Classes taken together Credit would exceed the Total L/C Tranche Commitment then in effect, (C) prior to the Collateral Release Date, the Dollar Equivalent of the then Outstanding Amount of Covered Debt would exceed the Borrowing Base at such date, (D) the Total Consolidated GMF Exposure would exceed $4 billion or (E) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in 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 Commitments account of such Class would be less an Applicable Account Party (other than zerothe Company). Each Letter of Credit shall (ix) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Optional Currency and (iiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is three one year after the date of issuance of such Letter of Credit and (B) five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstoppedof such Issuing Lender then in effect; provided, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term 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.

L/C Commitment. (a) Subject to the terms and conditions hereof, ------------------- each of the Issuing Lender of a ClassLenders, in reliance on the agreements of the other Revolving Credit Lenders of such Class set forth in Section 3.4(a4.3(a), agrees to issue letters of credit (“"Letters of Credit”") under the Revolving Commitments of such Class for the account of any of the Borrowers (the ----------------- Borrower or any Guarantor for whose account such Letter of Credit shall have been issued, the "Account Party") on any Business Day during the Revolving Credit Commitment ------------- Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have any no obligation to issue any Letter of -------- Credit for the account of any Borrower if, after giving effect to such issuance, issuance (i) the Dollar Equivalent of the L/C Obligations of both Classes taken together would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments of such Class would be less than zero, (iii) in the case of a Letter of Credit requested to be issued in an Optional Currency, the Dollar Equivalent of the Total Revolving Extensions of Credit with respect to such Optional Currency would exceed the Currency Maximum with respect to any Optional Currency or (iv) the Dollar Equivalent of the Total Revolving Extensions of Credit with respect to such Borrowing Subsidiary would exceed such Borrowing Subsidiary's Designated Maximum. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Optional Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is three five Business Days prior to the Scheduled Revolving Credit Termination Date (unless cash collateralized or backstoppedDate, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any -------- Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a3.10(a), agrees to issue standby letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during the Revolving Commitment Availability Period substantially in the form of Exhibit L or in such other form as may be approved from time to time by such the Issuing Lender; provided that no the 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 both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in (ii) have a face amount of at least $100,000 (unless otherwise agreed by the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five (5) Business Days prior to the Revolving Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender)Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for 49 additional one-year periods (which shall or a longer period if agreed to by the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) above). Each Letter of Credit issued on a sight basis only and governed by laws of the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a Classthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Lenders of such Class Committed Note Purchasers set forth in Section 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”) under the Revolving Commitments of such Class for the account of either or both of the Borrower or any Guarantor IssuerCo-Issuers on any Business Day during the Revolving 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 such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall 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 of both Classes taken together would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of Series 2019-3 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments of such Series 2019-3 Class A-1 Notes Maximum Principal Amount or (iii) the Series 2019-3 Class A-1 Outstanding Principal Amount attributable to the L/C Provider (in its capacity as Committed Note Purchaser and L/C Provider) would be less than zeroexceed its Commitment Amount. Each Letter of Credit shall (ix) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in (y) have a face amount of at least $100,000 (unless otherwise agreed by the case of the Multicurrency Revolving CommitmentsL/C Provider, in Dollars or in any Agreed Foreign Currency 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 that is three ten (10) Business Days prior to the Revolving Commitment Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender“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 IssuerCo-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 (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue at the request of the Borrower letters of credit (each a “Letters Letter of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor Group Member on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that (i) the Borrower shall not request, and no Issuing Lender shall 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 both Classes taken together (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 Commitment Sublimit then in effect, or (C) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the 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 Commitments account of such Class would be less than zeroany other Group Member. Each Letter of Credit shall (ix) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in or, if agreed by the applicable Issuing Lender, any Agreed Foreign Optional Currency and (iiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is three Business Days one year after the date of issuance of such Letter of Credit and (B) thirty (30) days prior to the Revolving Termination Date (unless cash collateralized or backstoppedthen in effect; provided, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term 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.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a3.04(a), agrees to issue letters of credit (together with the letters of credit described in Section 3.09, “Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during until the Revolving Commitment Period date that is five Business Days prior to the Termination Date in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to (and the Borrower shall not request an Issuing Lender to) issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available outstanding Loans and L/C Obligations would exceed the Total Commitment or (iii) the Revolving Commitments Credit Exposure of any Lender would exceed such Class would be less than zeroLender’s Commitment hereunder. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in (ii) have a face amount of at least $5,000,000 (unless otherwise agreed by the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency relevant Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Date. Any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (iii) immediately above except as provided in the following sentence). A Letter of Credit originally issued with a one-year expiry date that occurs on or prior to the latest date specified in clause (iii) of the preceding sentence may provide for a one-year renewal period that expires beyond such date if (x) the relevant Issuing Lender shall have consented thereto or (y) aboveeither (A) cash collateral shall have been provided in an amount satisfactory to such Issuing Lender (and in any event not less than the undrawn portion thereof) to cash collateralize such Letter of Credit, (B) other arrangements satisfactory to the applicable Issuing Lender with respect to such L/C Obligations (such determinations to be made in the sole discretion of the applicable Issuing Lender acting in good faith) shall have been made, or (C) such Letter of Credit shall have been returned to the Issuing Lender and cancelled, in each case not later than 30 days prior to the Termination Date. The failure to return any such Letter of Credit that has not been cash collateralized or for which such other arrangements shall not have been made as required by the preceding sentence on or prior to such 30th day shall be deemed to be an Event of Default hereunder. If such cash collateral is not so provided, or otherwise satisfactory arrangements to the relevant Issuing Lender have not been made, such Issuing Lender shall use reasonable efforts (to the extent permitted by the “evergreen” provisions in the related Letter of Credit) to send a non-renewal notice of the expiry date of any such Letter of Credit that has a renewal date falling after such 30th day (provided that the failure to do so shall not affect the obligations of the L/C Participants in respect of such Letter of Credit pursuant to Section 3.04). Any Letter of Credit with respect to which the relevant Issuing Lender has consented pursuant to clause (x) above or that is cash collateralized or for which other satisfactory arrangements have been made as provided in this Section 3.01 shall cease to be a “Letter of Credit” outstanding hereunder for all purposes of this Agreement effective on the date of termination of this Agreement and the payment in full of all outstanding obligations (other than such cash collateralized Letters of Credit or Letters of Credit for which such satisfactory arrangements have been made) and, accordingly, the rights and obligations of the Lenders in respect thereof (including pursuant to Section 3.04) shall terminate.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender the Letter of a ClassCredit Bank, in reliance on the agreements of the other Revolving Lenders of such Class Banks set forth in Section 3.4(a), agrees to issue letters of credit (“"Letters of Credit”") under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Domestic Business Day during the Revolving Commitment Credit Period in such form as may be approved from time to time by such Issuing Lenderthe Letter of Credit Bank; provided that no Issuing Lender the Letter of Credit Bank shall not, and shall have any no obligation to to, issue any Letter of Credit if, after giving effect to such issuanceissuance and to the obligations of the Banks under Section 3.4(a), the excess, if any, of (i) the Available Revolving Commitment of any Bank over (ii) an amount equal to such Bank's Revolving Commitment Percentage multiplied by the aggregate principal amount of all the Money Market Loans of all the Banks then outstanding would be less than zero; and provided, further, that the Letter of Credit Bank shall not, and shall have no obligation to, issue any Letter of Credit if, (i) after giving effect thereto, the L/C Obligations of both Classes taken together would exceed the L/C Commitment $25,000,000 or (ii) on or before the aggregate amount date immediately preceding the issuance date, the Letter of the Available Revolving Commitments Credit Bank shall have received a notice of such Class would be less than zeroDefault, which has not been withdrawn, from any Bank. Each Letter of Credit shall (i) be denominated, denominated in the case Dollars and shall be a standby letter of credit issued to support obligations of the Dollar Revolving Commitments, in Dollars, Borrower or in the case any of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency its Subsidiaries 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 thereof and (y) the date that is three Business Days prior to the Revolving Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any such Letter of Credit with a one-year term may provide that it may be extended with the consent of the Letter of Credit Bank for the renewal thereof for additional one-a period of no more than one year periods (which shall but in no event extend beyond the date referred to in clause (y) aboveRevolving Termination Date)).

L/C Commitment. (a) Prior to the Original Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Original Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Credit Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (“the letters of credit issued on and after the Original Closing Date pursuant to this Section 3, together with the Existing Letters of Credit”, collectively, the "Letters of Credit") under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is three five Business Days prior to the Revolving Credit Termination Date (unless in the case of this clause (y), the Borrower fully cash collateralized or backstopped, in each case collateralizes such Letter of Credit in a manner agreed satisfactory to by the Borrower such Issuing Lender and the Issuing LenderAdministrative Agent, in which case the expiration date of such Letter of Credit shall be no later than 364 days after the Revolving Credit Termination Date); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a Classthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Lenders of such Class Committed Note Purchasers set forth in Section 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”) under the Revolving Commitments of such Class for the account of the Borrower Master Issuer or any Guarantor its designee on any Business Day during the Revolving period commencing on the Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall 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 of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of Series 2018-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments of such Series 2018-1 Class would be less than zeroA-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in (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 case of Master Issuer and the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is three ten (10) Business Days prior to the Revolving Commitment Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender“Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date referred (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, further, that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in clause accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (y) above)such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (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 Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLenders, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees agree to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower (and on behalf of the Borrower or any Guarantor Subsidiary or Homebuilding Joint Venture) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing LenderLenders acting reasonably; provided that no Issuing Lender shall have any obligation be obligated to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together 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 or (iiiii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in (ii) have a face amount of at least $5,000 (unless otherwise agreed by the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency relevant Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three Business Days prior to 364 days after the Revolving Termination Date Date, provided (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender); 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.

L/C Commitment. (a) . (a) Subject to the terms and conditions hereof, each U.S. Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class U.S. L/C Participants set forth in Section 3.4(a3.10(a), agrees to issue documentary or standby letters of credit (“U.S. Letters of Credit”) under the Revolving Commitments of such Class for the account of the U.S. Borrower or any Guarantor on any Business Day during the Revolving Commitment Period for the U.S. Revolving Facility in such form as may be approved from time to time by such U.S. Issuing Lender; provided provided, that no U.S. Issuing Lender shall have any obligation to issue any U.S. Letter of Credit if, after giving effect to such issuance, (i) the U.S. L/C Obligations of both Classes taken together would exceed the U.S. L/C Sub Commitment or (ii) the aggregate amount of the Available U.S. Revolving Commitments of such Class all U.S. Revolving Lenders would be less than zero. On the Second Restatement Date, the Existing Letters of Credit will automatically, without any action on the part of any Person, be deemed to be U.S. Letters of Credit issued hereunder for the account of the U.S. Borrower for all purposes of this Agreement and the other Loan Documents. Each U.S. Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by of the Borrower and the Issuing Lender)U.S. Revolving Facility; provided that any U.S. Letter of Credit with a one-one year term may provide for the renewal thereof for additional one-one year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassBank, in reliance on the agreements of the other Revolving Lenders of such Class Banks set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class in dollars for the account of the Borrower or any Guarantor Company on any Business Day during on and after the Revolving Effective Date and until the termination of the Commitment Period of the Issuing Bank in accordance with the terms hereof, in such form as may be approved from time to time by such the Issuing LenderBank; provided that Barclays Bank PLC shall have no obligation to issue commercial Letters of Credit hereunder; provided, further, that no Issuing Lender Bank shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the excess of the Total Commitment over the aggregate amount of the Available Revolving Commitments of such Class Loans and L/C Obligations then outstanding would be less than zero; provided, further, that no Initial Issuing Bank shall at any time be obligated to issue any Letter of Credit if, after giving effect to such issuance, the sum of (x) the aggregate undrawn and unexpired amount of all then outstanding Letters of Credit issued by such Initial Issuing Bank and (y) the aggregate amount of drawings under Letters of Credit issued by such Initial Issuing Bank that have not then been reimbursed pursuant Section 3.5 would exceed $100,000,000. Each Letter of Credit shall (i) be denominated, denominated in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving later of (A) the Original Termination Date and (unless cash collateralized or backstoppedB) if any Commitments are extended pursuant to Section 2.25, in each case in a manner agreed such extended termination date as determined pursuant to by the Borrower and the Issuing Lender); Section 2.25, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) in this sentence above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a2.8(a), agrees to issue letters of credit (“"Letters of Credit”") under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the 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 both Classes taken together would exceed the L/C Commitment or the Foreign L/C Usage would exceed the Foreign L/C Sublimit or (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or Yen; provided, however, that a Letter of Credit will only be issued in any Agreed Foreign Currency 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 that is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstoppedDate, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (aa)(i) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class L/C Participants set forth in Section 3.4(a2.3(e), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall 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 of both Classes taken together would exceed the L/C Commitment Commitment, (2) the Issuing Lender’s L/C Obligations then outstanding would exceed the L/C Sublimit of such Issuing Lender or (ii3) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero; provided, further, that on the date of the Spin-Off, the Borrower shall have assumed from Parent the Letters of Credit listed on Schedule 2.3 hereto and each such Letter of Credit shall be considered a Letter of Credit issued pursuant to the terms of this Agreement. Each Letter of Credit shall (i1) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstoppedMaturity Date, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). 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 therefor, whether or not such maximum face amount is in effect at such time.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue standby and commercial letters of credit (the letters of credit issued pursuant to this Section 3 and including each Existing Letter of Credit, collectively, the “Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day on or after the Effective Date and during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided, that each of Xxxxxxx Xxxxx Bank USA, Credit Suisse AG, New York Branch, Barclays Bank PLC and their respective Affiliates shall not be required to issue any commercial letters of credit; provided further that no Issuing Lender shall have any obligation to issue issue, amend or extend any Letter of Credit if, after giving effect to such issuance, amendment or extension, (ii)(i) the aggregate amount of L/C Obligations owed by the Borrower to any Issuing Lender shall exceed the amount of such Issuing Lender’s L/C Pro Rata Commitment (or such higher amount agreed upon in writing between the Borrower and such Issuing Lender), (ii)(ii) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or Commitment, (iiiii)(iii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zerozero or (iv) the Total Extensions of Credit would exceed the outstanding principal amount of the Senior Bond at any time (as determined by the Designated Agent). Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and and, (ii) subject to the second paragraph of Section 3.2, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstoppedsuch fifth Business Day, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any “Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) aboveExpiration Date”).

L/C Commitment. (a) a. Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other US Revolving Lenders of such Class set forth in Section 3.4(a3.04(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower Company or any Guarantor of its Subsidiaries on any Business Day during the Revolving Commitment Revolver Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of total US Revolving Credit Exposures would exceed the Available total US Revolving Commitments of such Class would be less than zeroCommitments. Each Letter of Credit shall (i) be denominated, in issued under the case of the Dollar US Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, (ii) be denominated in Dollars or in any Agreed Foreign Currency a Multicurrency other than Dollars and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving then latest Termination Date (unless cash collateralized or backstoppedapplicable to the US Revolving Facility, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions under the US Revolving Commitments hereof.

L/C Commitment. (aj) As of the Closing Date, the letters of credit listed on Schedule 3.1 shall be deemed to have been issued hereunder and be deemed to be Letters of Credit for all purposes hereunder. Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Parent Borrower or or, subject to Section 3.2, any Guarantor Subsidiary on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the Dollar Equivalent of the L/C Obligations of both Classes taken together such Issuing Lender would exceed the L/C Commitment of such Issuing Lender then in effect, (ii) the Dollar Equivalent of the L/C Obligations (as determined by the Administrative Agent) would exceed the L/C Sublimit or (iiiii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case provide for payment of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, drawings in Dollars or in any Agreed Foreign Currency a foreign currency reasonably acceptable to the Administrative Agent and the applicable Issuing Lender, and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance issuance, or such longer annual periods as the Issuing Lender may agree, and (y) the date that is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstoppedDate, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term described in clause (x) above may provide for the renewal thereof for additional one-year annual periods (which shall in no event extend beyond the date referred to in clause (y) above). Notwithstanding the foregoing, the Issuing Lender, in its sole discretion, may issue one or more Letters of Credit, each with an expiration date extending beyond the Revolving Termination Date (each a “Designated Letter of Credit” and, collectively, the “Designated Letters of Credit”); provided that on or before the date that is 120 days prior to the Revolving Termination Date, to the extent that any Designated Letter of Credit remains outstanding, the applicable Borrower shall cash collateralize the aggregate then undrawn and unexpired amount of all Designated Letters of Credit outstanding at such time in accordance with the provisions of Section 8. In the event that the applicable Borrower fails to cash collateralize the outstanding Designated Letters of Credit by the date that is 90 days prior to the Revolving Termination Date, each such outstanding Designated Letter of Credit shall automatically be deemed drawn in full and such Borrower shall be deemed to have requested a Revolving Loan to be funded by the Lenders on the date that is 90 days prior to the Revolving Termination Date to reimburse such drawing (with the proceeds of such Revolving Loan being used to cash collateralize outstanding Designated Letters of Credit as set forth above). Subject to Section 2.3 and Section 5.2 hereof, the funding by a Lender of its pro rata share of such Revolving Loan to cash collateralize the outstanding Designated Letters of Credit on the Revolving Termination Date shall be deemed payment by such Lender in respect of its participation in each such Designated Letter of Credit.

L/C Commitment. (a) As of the Closing Date, the letters of credit listed on Schedule 3.1 shall be deemed to have been issued hereunder and be deemed to be Letters of Credit for all purposes hereunder. Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Parent Borrower or or, subject to Section 3.2, any Guarantor Subsidiary on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the Dollar Equivalent of the L/C Obligations of both Classes taken together such Issuing Lender would exceed the L/C Commitment of such Issuing Lender then in effect, (ii) the Dollar Equivalent of the L/C Obligations (as determined by the Administrative Agent) would exceed the L/C Sublimit or (iiiii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case provide for payment of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, drawings in Dollars or in any Agreed Foreign Currency a foreign currency reasonably acceptable to the Administrative Agent and the applicable Issuing Lender, and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance issuance, or such longer annual periods as the Issuing Lender may agree, and (y) the date that is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstoppedDate, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term described in clause (x) above may provide for the renewal thereof for additional one-year annual periods (which shall in no event extend beyond the date referred to in clause (y) above). Notwithstanding the foregoing, the Issuing Lender, in its sole discretion, may issue one or more Letters of Credit, each with an expiration date extending beyond the Revolving Termination Date (each a “Designated Letter of Credit” and, collectively, the “Designated Letters of Credit”); provided that on or before the date that is 120 days prior to the Revolving Termination Date, to the extent that any Designated Letter of Credit remains outstanding, the applicable Borrower shall cash collateralize the aggregate then undrawn and unexpired amount of all Designated Letters of Credit outstanding at such time in accordance with the provisions of Section 8. In the event that the applicable Borrower fails to cash collateralize the outstanding Designated Letters of Credit by the date that is 90 days prior to the Revolving Termination Date, each such outstanding Designated Letter of Credit shall automatically be deemed drawn in full and such Borrower shall be deemed to have requested a Revolving Loan to be funded by the Lenders on the date that is 90 days prior to the Revolving Termination Date to reimburse such drawing (with the proceeds of such Revolving Loan being used to cash collateralize outstanding Designated Letters of Credit as set forth above). Subject to Section 2.3 and Section 5.2 hereof, the funding by a Lender of its pro rata share of such Revolving Loan to cash collateralize the outstanding Designated Letters of Credit on the Revolving Termination Date shall be deemed payment by such Lender in respect of its participation in each such Designated Letter of Credit.

L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a5.4(a), agrees to issue new letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of any Borrower requesting the same and for the benefit of such Borrower or any Guarantor Subsidiary of such Borrower on any Business Day during from the Revolving Commitment Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no such Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Utilized Revolving Commitments would be greater than the Revolving Loan Commitments or (iii) the Utilized Revolving Commitments of such Class Borrower would be less than zeroexceed such Borrower’s Sublimit. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the applicable Issuing Lender) and expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving Termination Maturity Date; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by Xxxxx’x and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by Xxxxx’x or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (unless ii) each Lender shall be reinstated, to the extent any such cash collateralized collateral, the application thereof or backstopped, reimbursement in each case respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in a manner agreed to such cash collateral account shall be held and applied by the Borrower Administrative Agent in the manner and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall purposes set forth in no event extend beyond the date referred to in clause (y) aboveSection 10.2(c).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a Classthe L/C Provider, in reliance on the agreements of the other Revolving Lenders of such Class Committed Note Purchasers set forth in Section 3.4(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor Co-Issuers on any Business Day during the Revolving period commencing on the Series 2007-1 Closing Date and ending on the date that is seven Business Days prior to the Commitment Period Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall have any no obligation or right to issue provide any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of Series 2007-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments of such Series 2007-1 Class would be less than zeroA-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or (except to the extent provided in Section 2.07(i) with respect to any Agreed Permitted Foreign Currency Letter of Credit), (y) have a face amount of at least $100,000 (unless otherwise agreed by the L/C Provider) and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is three seven Business Days prior to the Revolving Commitment Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender)Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-periods not to exceed one year periods (which shall in no event extend beyond the date referred to in clause (yB) above). The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would conflict with, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (“"Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower (and on behalf of the Borrower or any Guarantor of its Subsidiaries or joint ventures) on any Business Day during the Revolving Commitment Period in such customary form as may be approved from time to time by such the Issuing Lender; provided that no the 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 both Classes taken together would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero, or (iii) the Borrowing Base Availability would be less than zero. Each Letter of Credit shall (iA) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (iiB) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three Business Days prior to 364 days after the Revolving Termination Date Date, provided (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided I) 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 (II) at least 60 days prior to the Termination Date, Borrower shall, to the extent of the balance, replace outstanding Letters of Credit and/or deposit an amount equal to the Minimum Collateral Amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of a Subsidiary or joint venture inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiary or joint venture.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue at the request of the Borrower letters of credit (each a “Letters Letter of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor Group Member on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that (i) the Borrower shall not request, and no Issuing Lender shall 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 both Classes taken together (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 Commitment Sublimit then in effect, or (C) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the 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 Commitments account of such Class would be less than zeroany other Group Member. Each Letter of Credit shall (ix) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in or, if agreed by the applicable Issuing Lender, any Agreed Foreign Optional Currency and (iiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is three Business Days one year after the date of issuance of such Letter of Credit and (B) thirty (30) days prior to the Revolving Termination Date (unless cash collateralized or backstoppedthen in effect; provided, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term 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.

L/C Commitment. (a) Prior to the date hereof, the Issuing Bank -------------- issued various letters of credit on behalf of the Company. Subject to the terms and conditions hereof, each the Issuing Lender of a ClassBank, in reliance on the agreements of the other Revolving Lenders of such Class Banks set forth in Section 3.4(asubsection 3.5(a), agrees to issue standby letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor Company and its Designated Subsidiaries on any Business Day during until the Revolving date which is five Business Days prior to the end of the Commitment Period in such form as may be approved from time to time by the Issuing Bank (all such Issuing Lenderletters of credit outstanding on February 25, 1994 and all letters of credit issued thereafter under the Original Credit Agreement or to be issued hereunder, together with all extensions, renewals and replacements thereof, are herein collectively referred to as the "Letters of Credit"); provided that no the Issuing Lender Bank shall have any no obligation to issue any Letter of -------- Credit if at the time of the request for such issuance a Default exists or an Event of Default has occurred and is continuing or if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments of such Class Commitment would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier Termination Date and (iii) expire no later than a date one year after its issuance. Each Letter of Credit (except for previously issued Letters of Credit) shall be issued as credit support for (x) the first anniversary of its date of issuance insurance and vendor financial obligations, (y) performance bonds issued on behalf of the date that is three Business Days prior to Company or any Designated Subsidiary in its ordinary course of business or (z) other similar financial support for obligations of the Revolving Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)Company.

L/C Commitment. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving B Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (“the letters of credit issued on and after the Closing Date pursuant to this Section III, together with the Existing Letters of Credit”, collectively, the "Letters of Credit") under the Revolving Commitments of such Class for the account of the Borrower ASC or any Guarantor Subsidiary Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments of such Class the Revolving B Lenders (after subtracting therefrom the sum of (i) the amount of the Triple Peaks Reserve then in effect and (ii) the amount of the Senior Subordinated Notes Reserve then in effect) would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstoppedDate, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other US Revolving Lenders of such Class set forth in Section 3.4(a3.04(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower Company or any Guarantor of its Subsidiaries on any Business Day during the Revolving Commitment Revolver Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of total US Revolving Credit Exposures would exceed the Available total US Revolving Commitments of such Class would be less than zeroCommitments. Each Letter of Credit shall (i) be denominated, in issued under the case of the Dollar US Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, (ii) be denominated in Dollars or in any Agreed Foreign Currency a Multicurrency other than Dollars and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving then latest Termination Date (unless cash collateralized or backstoppedDate, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions under the US Revolving Commitments hereof.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), ) agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower Company (or any Guarantor jointly for the account of the Company and a Subsidiary) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the Dollar Equivalent of the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zerozero or (iii) the aggregate Dollar Equivalent of Alternative Currency Loans and Alternative Currency LC Exposure would exceed the Alternative Currency Sublimit. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign or, if approved by the Issuing Lender, an Alternative Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) (1) the date that is three five Business Days prior to the Revolving Termination Date or (unless cash collateralized 2) the date that is one year after the Revolving Termination Date, provided that no later than the 60th day prior to the Revolving Termination Date (or backstoppedfor any Letters of Credit issued after such date, in each case the date of issuance), the Company shall deposit in a manner agreed to cash collateral account opened by the Borrower Administrative Agent an amount equal to 103% of the aggregate then undrawn and the Issuing Lender)unexpired amount of such Letters of Credit; 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).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or for the account of any Guarantor 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 Commitment Period in such form as may be approved from time to time by such the applicable Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zerozero or (iii) such Issuing Lender would have issued Letters of Credit in an aggregate amount in excess of the amount set forth opposite its name on Schedule 3.1 (as such schedule may be updated from time to time with the consent of each Issuing Lender and the Borrower). Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the latest then applicable Revolving Termination Date (unless cash collateralized or backstoppedDate, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)) under customary “evergreen” provisions.

L/C Commitment. 62 (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class L/C Participants set forth in Section 3.4(a2.20(d), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during the Revolving Five-Year Commitment Period in such form as may be approved from time to time by such the applicable Issuing Lender; provided that no Issuing Lender shall 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 of both Classes taken together would exceed the aggregate L/C Commitments 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 (iiiii) the aggregate amount of the Five-Year Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving 2024 Extended Termination Date (unless cash collateralized or backstoppedDate, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).. 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. (i) The Issuing Lenders shall not at any time be obligated to issue any Letter of Credit to the extent (a) that such issuance would conflict with, or cause 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 xxxxx xxxxx 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]. (b)

L/C Commitment. (a) Subject Each Existing Letter of Credit is deemed to be a letter of credit issued hereunder for all purposes of this Agreement and the other Loan Documents. In addition, subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (“together with the Existing Letters of Credit”, the "Letters of Credit") under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the 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 both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) shall be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency and (ii) shall be either (A) a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise (a "Standby Letter of Credit"), or (B) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit") and (iii) shall expire no later than the earlier of (x) the first anniversary of its date of issuance in the case of any Standby Letter of Credit, or 180 days after its date of issuance in the case of any Commercial Letter of Credit and (y) the date that is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstoppedDate, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a Classthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Lenders of such Class Committed Note Purchasers set forth in Section 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”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor Co-Issuers on any Business Day during the Revolving period commencing on the Series 2017-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall 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 of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of Series 2017-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments of such Series 2017-1 Class would be less than zeroA-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in (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 case of Co-Issuers and the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is three ten (10) Business Days prior to the Revolving Commitment Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender“Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date referred (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, further, that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in clause accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date or (y) above)other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, as the beneficiary thereof; (2) allow the Trustee or the Control Party on its behalf to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a Classthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Lenders of such Class Committed Note Purchasers set forth in Section 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”) under the Revolving Commitments of such Class for the account of the Borrower any Co-Issuer or any Guarantor its designee on any Business Day during the Revolving period commencing on the Series 2017-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall 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 of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of Series 2017-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments of such Series 2017-1 Class would be less than zeroA-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in (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 case of Co-Issuers and the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency L/C Provider and (ii) expire z)expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is three ten (10) Business Days prior to the Revolving Commitment Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender“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 (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name 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 beneficiaries thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the 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 both Classes taken together would exceed the L/C Commitment or Sublimit, (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than 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 outstanding amount of the L/C 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 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 Letter 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 the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five (5) Business Days prior to the Revolving Termination Date (unless cash collateralized or backstoppedDate, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above, 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).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a Classthe L/C Provider, in reliance on the agreements of the other Revolving Lenders of such Class Committed Note Purchasers set forth in Section 3.4(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor Co-Issuers on any Business Day during the Revolving period commencing on the Series 2007-1 Closing Date and ending on the date that is seven Business Days prior to the Commitment Period Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall have any no obligation or right to issue provide any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of Series 2007-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments of such Series 2007-1 Class A-1 Maximum Principal Amount, (iii) the Series 2007-1 Class A-1-A Outstanding Principal Amount would be less than zeroexceed the Series 2007-1 Class A-1-A Maximum Principal Amount or (iv) the Series 2007-1 Class A-1-X Outstanding Principal Amount would exceed the Series 2007-1 Class A-1-X Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in (y) have a face amount of at least $100,000 (unless otherwise agreed by the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency L/C Provider) and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is three seven Business Days prior to the Revolving Commitment Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender)Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-periods not to exceed one year periods (which shall in no event extend beyond the date referred to in clause (yB) above). The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would conflict with, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Credit Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (“"Letters of Credit”") under the Revolving Commitments of such Class for the account of the Borrower (or any Guarantor Toastmaster, as provided in Section 3.9) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such 47 43 issuance, (i) the Aggregate Funded Exposure would exceed the Borrowing Base then in effect, (ii) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (iiiii) the aggregate amount of the Available Revolving Commitments Credit Commitments, minus the amount of Consolidated Total Debt at such Class time attributable to Permitted Receivables Securitizations, would be less than zero. Each Letter of Credit shall (i) be denominateddenominated in Dollars or any Available Foreign Currency (provided that the U.S. Dollar Equivalent of all L/C Obligations denominated in Available Foreign Currency shall not exceed, in the case of the Dollar Revolving Commitmentsaggregate, in Dollars, or in the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency $10,000,000) and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is three five Business Days prior to the Scheduled Revolving Credit Termination Date (unless cash collateralized or backstoppedDate, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred which is five Business Days prior to in clause (y) above)the Revolving Credit Termination Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the 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 both Classes taken together would exceed the L/C Commitment or Sublimit, (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero, (iii) the outstanding amount of the L/C 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 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 Letter 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 the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five (5) Business Days prior to the Revolving Termination Date (unless cash collateralized or backstoppedDate, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above, 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).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a Class, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 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) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor Company on any Business Day during the Revolving Commitment Period in such form as may shall be approved from time reasonably acceptable to time by such Issuing LenderBank; provided that no Issuing Lender shall have any obligation to issue any 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 both Classes taken together the L/C Obligations 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 Foreign Currency Exposure would exceed the Available Foreign Currency Exposure Cap or (vi) in the event an Extension Permitted Amendment shall have become effective as provided in subsection 2.15, the portion of the L/C Obligations attributable to Letters of Credit expiring after the Maturity Date in effect prior to such Extension Permitted Amendment shall not exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Class would be less than zero. Each Letter Letters of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three Business Days prior to the Revolving Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a Classthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Lenders of such Class Committed Note Purchasers set forth in Section 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”) under the Revolving Commitments of such Class for the account of the Borrower Issuer or any Guarantor its designee on any Business Day during the Revolving 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 such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall 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 of both Classes taken together would exceed the L/C 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 Series 2020-1 Class A-1 Outstanding Principal Amount attributable to the L/C Provider (in its capacity as Committed Note Purchaser and L/C Provider) to exceed its Commitment Amount (an “LC Commitment Excess”), the Investor Groups shall effectuate a reallocation of the Available Revolving Commitments Series 2020-1 Class A-1 Outstanding Principal Amounts to the extent necessary so that, immediately after such requested Letter of Credit is issued, no LC Commitment Excess would exist; provided that the Issuer shall not be liable for any Series 2020-1 Breakage Amounts resulting solely from any such Class would be less than zeroreallocations. Each Letter of Credit shall (ix) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in (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 case of Issuer and the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is three ten (10) Business Days prior to the Revolving Commitment Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender“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 Issuer in clause accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) above)other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

L/C Commitment. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Credit Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments of at such Class time would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency euro and (ii) except as otherwise provided in Annex B with respect to certain Existing Letters of Credit, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is three five Business Days prior to the Scheduled Revolving Credit Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender)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 (ii) no Issuing Lender shall be under any obligation to issue a Letter of Credit (Euro) if the obligation of any Lender to make Revolving Credit Euro Loans is suspended at such time pursuant to Section 2.17 or Section 2.22.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor Borrowers on a joint and several basis on any Business Day during from the Revolving Commitment Period Closing Date through but not including the Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations of both Classes taken together would exceed the lesser of (i) the Aggregate Commitment less the sum of all outstanding Revolving Credit Loans and (ii) the L/C Commitment or (iib) the aggregate amount Available Commitment of the Available Revolving Commitments of such Class any Lender would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and a minimum amount of $100,000, (ii) be a standby letter of credit issued to support obligations of the Borrowers or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date reasonably satisfactory to the Issuing Lender, which date shall be no later than the earlier of (x) the first anniversary of its date of issuance Termination Date and (yiv) the date that is three Business Days prior be subject to the Revolving Termination Date (unless cash collateralized or backstoppedUniform Customs and, in each case in a manner agreed to by the Borrower and extent not inconsistent therewith, the laws of the State of North Carolina. The Issuing Lender); provided that 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 Law. References herein to "issue" and derivations thereof with a one-year term may provide for respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other US Revolving Lenders of such Class set forth in Section 3.4(a3.04(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower Company or any Guarantor of its Subsidiaries on any Business Day during the Revolving Commitment Revolver Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have any no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of total US Revolving Credit Exposures would exceed the Available total US Revolving Commitments of such Class would be less than zeroCommitments. Each Letter of Credit shall (i) be denominated, in issued under the case of the Dollar US Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, (ii) be denominated in Dollars or in any Agreed Foreign Currency a Multicurrency other than Dollars and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving then latest Termination Date (unless cash collateralized or backstoppedapplicable to the US Revolving Facility, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions under the US Revolving Commitments hereof.

L/C Commitment. (ac)(a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Credit Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Restatement Closing Date pursuant to this Section 3, together with all Existing Letters of Credit, the “Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is three five Business Days prior to the Revolving Credit Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender)Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and from and after the Restatement Closing Date shall be subject to and governed by the terms and conditions hereof and shall constitute “Letters of Credit” for all purposes of this Agreement.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Credit Lenders of such Class set forth in Section 3.4(a), agrees to issue standby and, if agreed to by the applicable Issuing Lender, commercial letters of credit (“"Letters of Credit”") under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor 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 such the Issuing Lender; provided provided, that no the 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 both Classes taken together would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments of such Class would be less than zero, (iii) if such issuance is prior to the Debt Service Availability Date, 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) $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 the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date which is one year after the date of issuance and (y) the date that which is three five Business Days prior to the Scheduled Revolving Credit Termination Date (unless cash collateralized or backstoppedDate, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal 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).

L/C Commitment. (a) Prior to the Closing Date, CIBC has issued the Existing U.S. Letters of Credit which, from and after the Closing Date, shall constitute U.S. Letters of Credit hereunder. Subject to the terms and conditions hereof, each the U.S. Issuing Lender of a ClassLender, in reliance on the agreements of the other U.S. Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (“U.S. Letters of Credit”, which term shall include the Existing U.S. Letters of Credit) under the Revolving Commitments of such Class for the account of the U.S. Borrower or any Guarantor on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the U.S. Issuing Lender; provided that no the U.S. Issuing Lender shall have any obligation to not issue any U.S. Letter of Credit if, after giving effect to such issuance, (i) the U.S. L/C Obligations of both Classes taken together would exceed the U.S. L/C Commitment or (ii) the aggregate amount of the Available U.S. Revolving Commitments of such Class would be less than zero. Each U.S. Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, denominated in Dollars or in any Agreed Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three five Business Days prior to the Revolving Termination Date (unless cash collateralized or backstoppedDate, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any U.S. 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).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a ClassLender, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or and any Guarantor of its Subsidiaries and Homebuilding Joint Ventures on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations (exclusive of both Classes taken together unreimbursed drawings that are reimbursed on the date of, and prior to the issuance of, such Letter of Credit) would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero or (iii) the Borrowing Base Availability would be less than zero. Each Letter of Credit shall (i) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in (ii) have a face amount of at least $5,000 (unless otherwise agreed by the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency relevant Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three Business Days prior 364 days after to the Revolving Facility Termination Date Date, provided (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender); 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 Revolving Facility Termination Date, Borrower shall, to the extent of the balance, replace outstanding Letters of Credit 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.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a Classthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Lenders of such Class Committed Note Purchasers set forth in Section 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”) under the Revolving Commitments of such Class for the account of the Borrower Master Issuer or any Guarantor its designee on any Business Day during the Revolving period commencing on the Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall 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 of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of Series 2019-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments of such Series 2019-1 Class would be less than zeroA-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in (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 case of Master Issuer and the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is three ten (10) Business Days prior to the Revolving Commitment Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender“Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-periods, each individually not to exceed one year periods (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date referred (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, further, that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in clause accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (y) above)such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (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 Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender of a Classthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Lenders of such Class Committed Note Purchasers set forth in Section 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”) under the Revolving Commitments of such Class ), for the account of the Borrower Master Issuer or any Guarantor its designee on any Business Day during the Revolving period commencing on the Series 2022-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that no Issuing Lender the L/C Provider shall 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 of both Classes taken together would exceed the L/C Commitment or Commitment, or, (ii) the aggregate amount of Series 2022-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments of such Series 2022-1 Class would be less than zeroA-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated, in the case of the Dollar Revolving Commitments, denominated in Dollars, or in (y) have a face amount of at least $25,000 or, if less than $25,000 (unless otherwise agreed by the case of L/C Provider), shall bear a reasonable administrative fee to be agreed upon by the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency Master Issuer and the L/C Provider and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is three ten (10) Business Days prior to the Revolving Commitment Termination Date (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender“Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-year periods periods, each individually not to exceed twelve (12) months (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies each beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date referred (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided further that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in clause accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) above)other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.