Common use of L/C Commitment Clause in Contracts

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Availability Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currency, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby and/or trade letters of credit (“Letters of Credit”) for the account of the Borrower (provided that any Letter of Credit may be for the benefit of Holdings or any other Group Member) on any Business Day during prior to the end of the Revolving Availability Commitment Period in such form as may be approved from time to time by the 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 no any obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) (x) the L/C Obligations 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 any Revolving Lender would be less than zero. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currency, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) 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 five (5) Business Days prior to the Revolving Termination Date; provided that any that, if requested by the Borrower and accepted by the applicable Issuing 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 (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above)above (unless, unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) at least five Business Days prior to the extent that notice period for the then current expiry date, such Borrower shall Cash Collateralize the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but with respect to such Letter of Credit in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are an amount not less than or equal the Minimum Collateral Amount applicable to the L/C Commitment for ten consecutive Business Dayssuch Letter of Credit). Each ); 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 governed 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 laws reason of the State provisions of New York Section 3.1(b) or otherwise) or (unless 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 laws day that is seven Business Days before the date of another jurisdiction 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 agreed not then satisfied and, in each such case, directing such Issuing Lender not to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98)permit such renewal. (b) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such issuance would conflict withIssuing Lender from issuing such Letter of Credit, or cause the any Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (iii) except as otherwise agreed by the Administrative Agent and such Issuing Lender, such Letter of Credit is in an initial stated amount less than $10,000, (iv) such Letter of Credit is to be denominated in a currency other than Dollars, (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Revolving Lender is at such time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including reallocation of such Lender’s Revolving Percentage of the outstanding L/C Participant Obligations pursuant to exceed Section 2.26(a)(iv) or the delivery of Cash Collateral with the Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.26(a)(iv)) with respect to such Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. In addition, no Issuing Lender shall be under any limits imposed by, obligation to amend or extend any applicable Requirement Letter of LawCredit if (A) such Issuing Lender would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), Lender agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day during the Revolving Letter of Credit Availability Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Obligations 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 would Commitment at such 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 Dollarsan L/C currency, Dollars and (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) 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 (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 (ii) delivered to the Administrative Agent a letter of credit issued for its benefit in a 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 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 (or a longer period if agreed to by the Issuing Lender but which shall 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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $100,000; (vii) any Lender is at that time a Defaulting Lender, unless reallocated in accordance with Section 2.24 (a)(iv) if the Issuing Lender has entered into arrangements satisfactory to the Issuing Lender (in its reasonable discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, (i) the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”) for the account of the Borrower 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 Availability Period Termination Date in such form as may be approved from time to time by 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 the Issuing Lender shall have no obligation to issue or cause to be issued amend any Letter of Credit if, after giving effect to such issuanceissuance or amendment, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars, (ii) have a face amount of at least the Dollar Amount of $100,000 250,000 (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 five (5) Business Days prior to the Revolving Termination Date; , provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall 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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter 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 laws of the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) terms and governed under The International Standby Practices (ISP98)conditions hereof. (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder (i) if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, by any applicable Requirement of Law, or if such Requirement of Law would cause the Issuing Lender or any L/C Participant to be subject to, or incur, any restriction, reserve or capital requirement not applicable on the Closing Date, or loss, cost or expense deemed material in good faith by the Issuing Lender not applicable on the Closing Date, or (ii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its reasonable discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its reasonable discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing L/C Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to cause the Issuing Lender to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the relevant Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the L/C Lender and the Issuing Lender; provided that the Issuing L/C Lender shall have no obligation to issue or cause to be issued any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the L/C Lender and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date; provided , provided, that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall 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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) The Issuing L/C Lender shall not at any time be obligated to issue cause any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Lender, the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderBank, in reliance on the agreements of the other Revolving Lenders Banks set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Domestic Business Day during from the Revolving Availability Period date hereof through the Termination Date in such form as may be approved from time to time by the Issuing LenderBank; provided that the Issuing Lender Bank shall have no obligation to not issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate outstanding principal amount of Loans, plus the Available Revolving Commitments aggregate outstanding amount of L/C Obligations, would be less than zeroexceed the Commitments. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencydollars, (ii) have be either (x) a face amount standby letter of at least credit issued to support (I) obligations of the Dollar Amount Borrower or any of $100,000 its Subsidiaries, contingent or otherwise, which finance the working capital or other business needs of the Borrower or its Subsidiaries or (unless otherwise agreed II) performance obligations of the Borrower and its Subsidiaries (including, without limitation, to obtain insurance coverage) (a "Standby Letter of Credit"), or (y) a commercial letter of credit in respect of the purchase of goods or services by the Issuing Lender) and Borrower or any of its Subsidiaries (a "Commercial Letter of Credit"), (iii) expire no later than the earlier Termination Date in the case of a Standby Letter of Credit and no later than 30 days prior to the Termination Date in the case of a Commercial Letter of Credit and (xiv) the first anniversary of expire no later than 360 days after its date of issuance and (y) in the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any case of each Commercial Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods Credit. (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 (yb) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the 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)York. (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“"Letters of Credit”") ------------- ----------------- for the account of the Borrower on any Business Day during the Revolving Availability Period in such form as may be approved from time to time by the such Issuing Lender; provided that the Issuing Lender -------- shall have no obligation to not issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations would exceed the L/C Commitment $30,000,000 or (ii) the aggregate amount Total Extensions of Credit would exceed the Available Revolving Commitments would be less than zeroTotal Commitment. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance Termination Date and (y) the date that which is five 12 months after its date of issuance. (5b) Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the 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)York. (bc) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant other Lender to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), Bank agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the Borrower or, at the Borrower's request, any Subsidiary of the Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing LenderBank; provided provided, that the Issuing Lender Bank shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments Commitment for any Lender, or the Letter of Credit Availability, would be less than zero. . (b) Each Letter of Credit shall shall: (i) be denominated in Dollarsan L/C currencyDollars and shall be either (1) a standby letter of credit issued to support financial obligations (incurred in the ordinary course of business) of the Borrower or any Subsidiary of the Borrower, contingent or otherwise, to pay money (a "Financial Letter of Credit") or (2) a standby letter of credit issued to support non-financial obligations of the Borrower or any Subsidiary of the Borrower, contingent or otherwise, to provide goods or services in the ordinary course of business (a "Performance Letter of Credit"); (ii) have a face amount of at least (1) not less than $300,000 and (2) not more than the Dollar Amount amount that would, after giving effect to the issuance thereof, cause the Available Commitment of $100,000 (unless otherwise agreed by any Lender or the Issuing Lender) and Letter of Credit Availability to be less than zero; and (iii) expire (1) no earlier than 30 days after its date of issue and (2) no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination then Final Maturity Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods . (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 (yc) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the 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)York. (bd) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (e) Each party hereto acknowledges and agrees that each of the Existing Letters of Credit is a Letter of Credit issued by the Issuing Bank pursuant hereto for all purposes hereunder and under the other Loan Documents. No amendment, modification or waiver of any provision of this Section 3 (or any other provision in any manner that would affect any right or duty of the Issuing Bank) may be made without the written consent of the Issuing Bank.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a)5.4, agrees to issue documentary or standby letters of credit (each a “Letters Letter of Credit”) for the account of the Borrower on any Business Day during from the Revolving Availability Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Utilized Commitments 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 33 1/3% of the L/C Commitment. Each Letter of Credit shall (ix) be denominated in Dollarsan L/C currencyDollars, (iiy) have a face amount of at least the Dollar Amount of $100,000 1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and (iiiz) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Maturity Date; provided that any Letter provided, that, if one or more Letters of Credit with a one-year term may provide for shall at any time have an expiry date that is later than five Business Days prior to the renewal thereof for additional one-year periods (or a longer period if agreed to by Maturity Date, 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 discretionBorrower shall, not later than (i) five Business Days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to extend for any the Administrative Agent, an amount equal to the L/C Obligations with respect to such additional periodLetters 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 ▇▇▇▇▇’▇ 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 ▇▇▇▇▇’▇; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) any Letter the Borrower shall survive the Maturity Date and shall remain in effect until no such Letters of Credit that expires after the Revolving Termination Date shall be Cash Collateralized remain outstanding and (ii) each Lender shall be reinstated, to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Daysany such cash collateral, the Borrower shall promptly, but application thereof or reimbursement in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral respect thereof is required to be returned to the Borrower if by the L/C Obligations are less than or equal to applicable Issuing Bank after the L/C Commitment for ten consecutive Business Days)Maturity Date. Each Letter of Credit Amounts held in such cash collateral account shall be governed by laws of the State of New York (unless the laws of another jurisdiction is agreed to held and applied by the respective Issuing Lender) Administrative Agent in the manner and governed under The International Standby Practices (ISP98for the purposes set forth in Section 10.2(c). (b) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement requirement of Lawlaw. (c) Schedule 5.1 contains a description of all letters of credit issued by the Issuing Lenders pursuant to the Existing Credit Agreement and which are to remain outstanding on the Effective Date. Each such letter of credit, including any extension thereof, shall constitute a “Letter of Credit” for all purposes of this Credit Agreement.

L/C Commitment. (a) Subject to the terms and conditions hereofof this Agreement, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.04(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during from the Revolving Availability Period Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the Available Revolving Commitments aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would be less than zero. exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base. (b) Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars in a minimum amount of $100,000, (ii) have be a face amount standby letter of at least credit issued to support obligations of the Dollar Amount Borrower or any of $100,000 (unless otherwise agreed by its Subsidiaries, contingent or otherwise, incurred in the Issuing Lender) and ordinary course of business, (iii) expire no on a date not later than the earlier of (x) Termination Date and that is otherwise satisfactory to the first anniversary of its date of issuance Issuing Lender and (yiv) the date that is five (5) Business Days prior be subject to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for Uniform Customs and/or ISP 98, as set forth in the renewal thereof for additional one-year periods (Application or a longer period if agreed to as determined by the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) above)and, unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Daysnot inconsistent therewith, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) Missouri. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. (c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the Issuing Lender Commitment of such Issuing Lender (it being understood and agreed that, subject to the foregoing clause (i) and the following clause (iii), any Issuing Lender may, in its sole discretion, issue Letters of Credit in excess of its Issuing Lender Commitment as separately agreed with the Borrower and notified to the Administrative Agent) or (iiiii) the aggregate amount of the Available Revolving Commitments would be less than zero. The Borrower may, at any time and from time to time, reduce or increase the Issuing Lender Commitment of any Issuing Lender with the consent of such Issuing Lender; provided that the Borrower shall not reduce the Issuing Lender Commitment of any Issuing Lender if, after giving effect of such reduction, the conditions set forth in clauses (i) through (iii) above shall not be satisfied. Each Letter of Credit shall (i1) be denominated in Dollarsan L/C currency, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) Dollars and (iii2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) unless Cash Collateralized in an amount equal to 103% of the face amount of such Letter of Credit (and it being understood and agreed that (A) any Letter of Credit will not be issued for longer than one year past the Revolving Termination Date or be renewable thereafter without the consent of the applicable Issuing Lender and (B) the obligations of the L/C Participants under Section 3.4 shall not continue after the Revolving Termination Date with respect to any Letter of Credit that expires after the Revolving Termination Date), the date that is five thirty (530) Business Days days prior to the Revolving Termination Date; , provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall 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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a)5.4, agrees to issue documentary or standby letters of credit (“Letters each a "Letter of Credit”") for the account of the Borrower on any Business Day during from the Revolving Availability Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zeroCommitment. Each Letter of Credit shall (ix) be denominated in Dollarsan L/C currencyDollars, (iiy) have a face amount of at least the Dollar Amount of $100,000 1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and (iiiz) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Maturity Date; provided that any Letter provided, that, if one or more Letters of Credit with a one-year term may provide for shall at any time have an expiry date that is later than five Business Days prior to the renewal thereof for additional one-year periods (or a longer period if agreed to by Maturity Date, 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 discretionBorrower shall, not later than (i) five Business Days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to extend for any the Administrative Agent, an amount equal to the L/C Obligations with respect to such additional periodLetters 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 ▇▇▇▇▇'▇ 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 ▇▇▇▇▇'▇; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) any Letter the Borrower shall survive the Maturity Date and shall remain in effect until no such Letters of Credit that expires after the Revolving Termination Date shall be Cash Collateralized remain outstanding and (ii) each Lender shall be reinstated, to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Daysany such cash collateral, the Borrower shall promptly, but application thereof or reimbursement in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral respect thereof is required to be returned to the Borrower if by the L/C Obligations are less than or equal to applicable Issuing Bank after the L/C Commitment for ten consecutive Business Days)Maturity Date. Each Letter of Credit Amounts held in such cash collateral account shall be governed by laws of the State of New York (unless the laws of another jurisdiction is agreed to held and applied by the respective Issuing Lender) Administrative Agent in the manner and governed under The International Standby Practices (ISP98for the purposes set forth in Section 10.2(c). (b) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement requirement of Lawlaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a5.4(a), agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Availability Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i1) the L/C Obligations would exceed the L/C Commitment or (ii2) the aggregate amount of the Available Revolving RC Commitments would be less than zero. . (b) Each Letter of Credit shall shall: (i1) be denominated in Dollarsan L/C currencyU.S. dollars and shall be a standby letter of credit issued to support obligations, contingent or otherwise, of any or all of the Borrower or any of its Subsidiaries that is a Loan Party arising in the ordinary course of business; (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to one year following the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (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 (i) any Letter of Credit that expires after the Revolving Termination Date shall then in effect; and (3) be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are a face amount of not less than or equal to the L/C Commitment for ten consecutive Business Days). $10,000. (c) Each Letter of Credit shall be governed by subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, as the same may be amended from time to time, and, if specifically referenced in the text of such Letter of Credit (but to the extent not inconsistent therewith) the 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)York. (bd) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lendereach Letter of Credit Provider (or its permitted successors and assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Lenders Committed Note Purchasers set forth in Section 3.10(a)Sections 2.07 and 2.08, agrees to issue documentary provide Interest Reserve Letters of Credit or other standby letters of credit requested by the Co-Issuers and agreed upon by Letter of Credit Provider in its sole discretion (together with the Interest Reserve Letters of Credit each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower Co-Issuers or its designee on any Business Day during at any time until the Revolving Availability Period date that is ten (10) Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.06(g) in such form as may be approved from time to time by the Issuing LenderLetter of Credit Provider; provided that the Issuing Lender Letter of Credit Provider shall have no obligation or right to issue or cause to be issued provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment Commitment, or (ii) the aggregate amount Series 2021-1 Class A-1 Outstanding Principal Amount would exceed the Series 2021-1 Class A-1 Notes Maximum Principal Amount. Notwithstanding anything herein to the contrary, if a requested Letter of Credit would cause the Series 2021-1 Class A-1 Outstanding Principal Amount attributable to a Letter of Credit Provider (in its capacity as Committed Note Purchaser and Letter of Credit Provider) to exceed its Commitment Amount (an “L/C Commitment Excess”), the Investor Groups shall effectuate a reallocation of the Available Revolving Commitments Series 2021-1 Class A-1 Outstanding Principal Amounts to the extent necessary so that, immediately after such requested Letter of Credit is issued, no L/C Commitment Excess would exist; provided that the Co-Issuers shall not be less than zeroliable for any Breakage Amounts resulting solely from such reallocations. Each Letter of Credit shall (ix) be denominated in Dollarsan L/C currencyDollars, (iiy) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuing Lender) Co-Issuers and the Letter of Credit Provider and (iiiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (510) Business Days prior to the Revolving Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the renewal automatic extensions thereof for additional one-periods, each individually not to exceed one year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (yRequired Expiration Date) above), unless the Issuing Lender electsLetter of Credit Provider notifies each beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in its sole discretion, such Letter of Credit) that such Letter of Credit shall not to extend for any such additional periodbe renewed; provided, further, provided further that (i) any Letter of Credit may have an expiration date that expires after is later than the Revolving Termination Required Expiration Date shall be Cash Collateralized 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 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 (iiy) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the extent that Letter of Credit Provider in its sole and absolute discretion have been made with the Letter of Credit Provider (and, if the Letter of Credit Provider is not the L/C Obligations exceed 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 Series 2021-1 Interest Reserve Letter of Credit shall (1) name the Indenture Trustee, for more than three consecutive Business Daysthe benefit of the Noteholders, as the Borrower shall promptlybeneficiary thereof; (2) allow the Indenture Trustee to submit a notice of drawing in respect of such Series 2021-1 Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Interest Reserve Account, but in any event within two Business Days, Cash Collateralize such excess pursuant to the Indenture; and (it being agreed 3) indicate by its terms that the Issuing Lender shall promptly upon written request return proceeds in respect of drawings under such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Series 2021-1 Interest Reserve Letter of Credit shall be governed by laws paid directly into the Interest Reserve Account or otherwise used to pay Required Interest Reserve Draw Amounts in accordance with Sections 5.01(c) of the State Indenture. The Letter 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). (b) The Issuing Lender Credit Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any applicable Requirement of LawLaw or (II) amend any Letter of Credit hereunder if (1) the Letter of Credit 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. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Indenture Trustee to authenticate the Series 2021-1 Class A-1 L/C Notes, which the Co-Issuers shall deliver to the Letter of Credit Providers on the Series 2021-1 Closing Date; provided that, if such Series 2021-1 Class L/C Note is an Uncertificated Note, the Indenture Trustee shall instead register it as described in Section 2.01(a) of the Indenture. Such Series 2021-1 Class A-1 L/C Note shall be dated the Series 2021-1 Closing Date, shall be registered in the name of the Letter of Credit Provider or in such other name or nominee as the Letter of Credit Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to $0 and (unless it is an Uncertificated Note) shall be duly authenticated in accordance with the provisions of the Indenture. The issuance and sale of the Series 2021-1 Class A-1 L/C Notes to the Letter of Credit Providers shall be subject to satisfaction of the conditions set forth in Section 7.01. The Series 2021-1 Class A-1 L/C Notes shall be Variable Funding Notes that are Class A-1 Notes payable in accordance with the Indenture, the Series 2021-1 Supplement and this Agreement. Each drawing on a Letter of Credit after the Series 2021-1 Closing Date will constitute a Borrowing in the outstanding principal amount evidenced by the Series 2021-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit and shall be deemed to be a Series 2021-1 Class A-1 Outstanding L/C Subfacility Amount. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2021-1 Class A-1 L/C Note and shall be deemed to be Series 2021-1 Class A-1 Outstanding Principal Amounts (in the form of Series 2021-1 Class A-1 Outstanding L/C Subfacility Amount) for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for the purposes of accrual of interest. Subject to the terms of this Agreement, each drawing of a Letter of Credit will constitute a “L/C Subfacility Increase” in the outstanding principal amount evidenced by the Series 2021-1 Class A-1 L/C Note and reimbursements of any Unreimbursed L/C Drawings thereunder will constitute a “L/C Subfacility Decrease” in the outstanding principal amount evidenced by the Series 2021-1 Class A-1 L/C Note. Each Letter of Credit Provider and the Co-Issuers agree to promptly notify the Series 2021-1 Class A-1 Administrative Agent and the Indenture Trustee of any such decreases for which notice to the Series 2021-1 Class A-1 Administrative Agent is not otherwise provided hereunder. (b) The Co-Issuers may (or shall cause the Manager on its behalf to) from time to time request that any Letter of Credit Provider provide a new Letter of Credit by delivering to the Letter of Credit Provider at its address for notices specified herein an application therefor in the form required by the applicable Letter of Credit Provider or L/C Issuing Bank, as applicable (an “Application”), completed to the satisfaction of the Letter of Credit Provider, and such other certificates, documents and other papers and information as the Letter of Credit Provider may reasonably request. Upon receipt of any completed Application, the Letter of Credit Provider will notify the Series 2021-1 Class A-1 Administrative Agent and the Indenture Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.06(a) and (i)) and, subject to the other conditions set forth herein and upon receipt of written confirmation from the Series 2021-1 Class A-1 Administrative Agent (based, with respect to any portion of the Series 2021-1 Class A-1 Outstanding L/C Subfacility Amount held by any Person other than the Series 2021-1 Class A-1 Administrative Agent, solely on written notices received by the Series 2021-1 Class A-1 Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2021-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2021-1 Class A-1 Notes Maximum Principal Amount (provided that the Letter of Credit Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Series 2021-1 Class A-1 Administrative Agent for purposes of determining whether the Letter of Credit Provider received such prior written confirmation from the Series 2021-1 Class A-1 Administrative Agent with respect to any Letter of Credit), the Letter of Credit Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the Letter of Credit Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.06(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the Letter of Credit Provider and the Co-Issuers. The Letter of Credit Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Series 2021-1 Class A-1 Administrative Agent) promptly following the issuance thereof. Each Letter of Credit Provider shall promptly furnish to the Series 2021-1 Class A-1 Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, and the Indenture Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (c) The Co-Issuers shall pay to the Letter of Credit Provider the L/C Monthly Fees (as defined in the Series 2021-1 Class A-1 Notes Fee Letter, the “L/C Monthly Fees”) in accordance with the terms of the Series 2021-1 Class A-1 Notes Fee Letter and subject to the Priority of Payments. In addition, the Co-Issuers shall pay to or reimburse the Letter of Credit Provider for its own account or for the account of the applicable L/C Issuing Bank the L/C Issuance Fees (as defined in the Series 2021-1 Class A-1 Notes Fee Letter, the “L/C Issuance Fees”) in accordance with the terms of the Series 2021-1 Class A-1 Notes Fee Letter and subject to the Priority of Payments. (d) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (e) The Co-Issuers may, upon at least three (3) Business Days’ notice to the Series 2021-1 Class A-1 Administrative Agent and the applicable Letter of Credit Provider, effect a permanent reduction in the related L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the Letter of Credit Provider and the Series 2021-1 Class A-1 Administrative Agent, the Letter of Credit Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2021-1 Class A-1 Advance Notes and the L/C Commitment does not exceed the aggregate amount of the Commitments. (f) Each Letter of Credit Provider shall satisfy its obligations under this Section 2.06 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate as long as any such Letter of Credit issued would not be an Ineligible Interest Reserve Letter of Credit. If any such Letter of Credit would be an Ineligible Interest Reserve Letter of Credit, a Person selected by the Co-Issuers (at the reasonable expense of the Co-Issuers) shall issue such Letter of Credit; provided that any Letter of Credit issued by such Person would not be an Ineligible Interest Reserve Letter of Credit (the Letter of Credit Provider (or such Affiliate of the Letter of Credit Provider) or such other Person selected by the Co-Issuers (at the reasonable expense of the Co-Issuers), in each case in its capacity as the Co-Issuers of such Letter of Credit being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). (g) Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Co-Issuers in order to have any Letter of Credit issued by a Person selected by the Co-Issuers pursuant to Section 2.06(g) be a “Letter of Credit” that has been issued hereunder and such Person selected by the Co-Issuers be an “L/C Issuing Bank”. (h) Each Letter of Credit Provider and, if the Letter of Credit Provider is not the L/C Issuing Bank for any Letter of Credit, the L/C Issuing Bank shall be under no obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Letter of Credit Provider or the L/C Issuing Bank, as applicable, from issuing the Letter of Credit, or (ii) any law applicable to the Letter of Credit Provider or the L/C Issuing Bank, as applicable, or any request or directive (which request or directive, in the reasonable judgment of the Letter of Credit Provider or the L/C Issuing Bank, as applicable, has the force of law) from any Governmental Authority with jurisdiction over the Letter of Credit Provider or the L/C Issuing Bank, as applicable, shall prohibit the Letter of Credit Provider or the L/C Issuing Bank, as applicable, from issuing of letters of credit generally or the Letter of Credit in particular. (i) Unless otherwise expressly agreed by the applicable Letter of Credit Provider or the L/C Issuing Bank, as applicable, and the Co-Issuers when a Letter of Credit is issued, the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each standby Letter of Credit issued hereunder. (j) For the avoidance of doubt, the L/C Commitment shall be a sub-facility limit of the Commitment Amounts and aggregate outstanding Unreimbursed L/C Drawings as of any date of determination shall be a component of the Series 2021-1 Class A-1 Outstanding Principal Amount on such date of determination, pursuant to the definition thereof. (k) Each Series 2021-1 Interest Reserve Letter of Credit (including all drawings thereunder) shall be subject to Section 4.04 of the I

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Availability Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollarsan an L/C currency, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrowers or (so long as the Parent Borrower is a co-applicant with respect to any such Letter of Credit any of its Restricted Subsidiaries (other than an Additional Borrower)) on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations (including the Dollar Equivalent of any L/C Obligations outstanding in any currency other than Dollars) would exceed the L/C Commitment 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 would be less than zero. Each Letter of Credit shall (i) be denominated in Dollarsan Dollars or another L/C currency, Foreign Currency and (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Maturity Date; , provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall 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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) For the avoidance of doubt, the Letters of Credit outstanding immediately prior to giving effect to the Fourth Restatement Effective Date shall continue to be Letters of Credit outstanding hereunder immediately after giving effect to the Fourth Restatement Effective Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, each of the Issuing LenderLenders, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) Credit for the account of the Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided provided, that the no Issuing Lender shall have no obligation be obliged to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the sum of the aggregate outstanding principal amount of all Loans made by the Lenders and of the L/C Obligations then outstanding would exceed the Aggregate Revolving Credit Commitment then in effect, or (iii) any Lender's Available Revolving Commitments Credit Commitment would be less than zero. $0. (b) Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars, unless otherwise approved by the Issuing Lenders; (ii) have be in a face minimum dollar amount of at least the Dollar Amount of $100,000 (100,000, unless otherwise agreed approved by the Issuing Lender) and Lenders; (iii) if a Standby Letter of Credit, be issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or to finance the working capital and business needs of the Borrower or any of its Subsidiaries in the ordinary course of business; (iv) if a Standby Letter of Credit, expire no later than two years after the earlier of (x) the first anniversary date of its issuance; and (v) if a Commercial Letter of Credit, expire no later than ninety days after the date of issuance and its issuance. (yc) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Commercial Letter of Credit shall be governed by laws subject to the Uniform Customs and each Standby Letter of Credit shall, at the discretion 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 (, be subject either to the Uniform Customs or to the ISP98), except that rule 5.09 of the ISP98 shall not be applicable; notwithstanding anything to the contrary in any Application or other document related to any Letter of Credit. (bd) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during from the Revolving Availability Period Closing Date through but not including the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to not issue or cause to be issued any Letter of Credit (i) during the continuance of any Event of Default of which it has received notice and (ii) if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount Commitment of any Lender less such Lender's Commitment Percentage of the Available L/C Obligations, Revolving Commitments Credit Loans and Swingline Loans then outstanding would be less than zero. Each Letter of Credit shall (iA) be denominated in Dollarsan L/C currency, (ii) have Dollars in a face minimum amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by or the Dollar Equivalent thereof with respect to any Letter of Credit denominated in an Alternative Currency) and shall be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (B) expire on a date satisfactory to the Issuing Lender) and (iii) expire , which date shall be no later than the earlier of (x) the first anniversary of its date of issuance Termination Date and (yC) the date that is five (5) Business Days prior be subject to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (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)Uniform Customs and, unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Daysnot inconsistent therewith, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject 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, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“together with the Existing Letters of Credit”, the "Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) shall be denominated in Dollarsan L/C currencyDollars, (ii) have shall be either (A) a face amount standby letter of at least credit issued to support obligations of the Dollar Amount Borrower or any of $100,000 its Subsidiaries, contingent or otherwise (unless otherwise agreed a "Standby Letter of Credit"), or (B) a commercial letter of credit in respect of the purchase of goods or services by the Issuing LenderBorrower 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 five (5) Business Days prior to the Revolving Termination Date; , provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall 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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, (i) the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”) for the account of the Borrower 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 Availability Period Termination Date in such form as may be approved from time to time by 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 the Issuing Lender shall have no obligation to issue or cause to be issued amend any Letter of Credit if, after giving effect to such issuanceissuance or amendment, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars, (ii) have a face amount of at least the Dollar Amount of $100,000 250,000 (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 five (5) Business Days prior to the Revolving Termination Date; , provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall 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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter 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 laws of the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) terms and governed under The International Standby Practices (ISP98)conditions hereof. (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder (i) if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, by any applicable Requirement of Law, or if such Requirement of Law would cause the Issuing Lender or any L/C Participant to be subject to, or incur, any restriction, reserve or capital requirement not applicable on the Closing Date, or loss, cost or expense deemed material in good faith by the Issuing Lender not applicable on the Closing Date, or (ii) if a default of any Lender’s obligations to fund under Section 3.4(a) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.

L/C Commitment. (a) Subject Prior to the date hereof, Norwest Bank has issued the Letters of Credit listed on Schedule 3.1 (the "Existing Letters of Credit"), and subject to the terms and conditions hereof, the Lender designated as Issuing LenderLender hereunder, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“together with the Existing Letters of Credit”, "Letters of Credit") for the account of the Borrower, or for the joint and several account of the Borrower and any Subsidiary, on any Business Day during the Revolving Availability Commitment Period in such form as may be requested by the Borrower and approved from time to time by the Issuing Lender; provided provided, that such approval may not be unreasonably withheld, delayed or conditioned; and provided, further, that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars, (ii) have be either (x) a face amount standby letter of at least credit issued to support (I) obligations of the Dollar Amount Borrower or any of $100,000 its Subsidiaries, contingent or otherwise, which finance the working capital or business needs of the Borrower or its Subsidiaries or (unless otherwise agreed II) performance obligations of the Borrower and its Subsidiaries, in each case, incurred in the ordinary course of business (a "Standby Letter of Credit"), or (y) a commercial letter of credit in respect of the purchase of goods or services by the Issuing Lender) and Borrower or any of its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit"), (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Scheduled Revolving Termination Date; Date and (iv) expire no later than 365 days after its date of issuance, provided that any Letter of Credit with a one365-year term day duration may provide for the renewal thereof for additional one-year periods at the election of the Borrower (or a longer period if agreed in accordance with procedures to be established by the Issuing Lender but in no event Lender) for additional 365-day periods (which shall any renewal period extend beyond not expire later than five Business Days prior to 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 (i) any Letter of Credit that expires after the Scheduled Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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 (ISP98Date). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), Bank agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the Borrower or, at the Borrower's request, any Subsidiary of the Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing LenderBank; provided provided, that the Issuing Lender Bank shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments Commitment for any Lender, or the Letter of Credit Availability, would be less than zero. . (b) Each Letter of Credit shall shall: (i) be denominated in Dollarsan L/C currencyDollars and shall be either (1) a standby letter of credit issued to support financial obligations (incurred in the ordinary course of business) of the Borrower or any Subsidiary of the Borrower, contingent or otherwise, to pay money (a "Financial Letter of Credit") or (2) a standby letter of credit issued to support non-financial obligations of the Borrower or any Subsidiary of the Borrower, contingent or otherwise, to provide goods or services in the ordinary course of business (a "Performance Letter of Credit"); (ii) have a face amount of at least (1) not less than $300,000 and (2) not more than the Dollar Amount amount that would, after giving effect to the issuance thereof, cause the Available Commitment of $100,000 (unless otherwise agreed by any Lender or the Issuing Lender) and Letter of Credit Availability to be less than zero; and (iii) expire (1) no earlier than 30 days after its date of issue and (2) no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination then Final Maturity Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods . (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 (yc) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the 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)York. (bd) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrowers or (so long as the Parent Borrower is a co-applicant with respect to any such Letter of Credit any of its Restricted Subsidiaries (other than an Additional Borrower)) on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations (including the Dollar Equivalent of any L/C Obligations outstanding in any currency other than Dollars) would exceed the L/C Commitment 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 would be less than zero. Each Letter of Credit shall (i) be denominated in Dollarsan Dollars or another L/C currency, Foreign Currency and (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Maturity Date; , provided that any Letter of Credit with a one-year term may 81 provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall 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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) For the avoidance of doubt, the Letters of Credit outstanding immediately prior to giving effect to the Fourth Restatement Effective Date shall continue to be Letters of Credit outstanding hereunder immediately after giving effect to the Fourth Restatement Effective Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary (or standby cause its Applicable Lending Office to issue) letters of credit and, with the consent of such Issuing Lender, letters of guarantee (each a “Letters Letter of Credit”) under the Domestic Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Availability Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderpurpose thereof; provided provided, that the (i) no Applicable Account Party shall request, and no Issuing Lender shall have no obligation be required to issue (or cause its Applicable Lending Office to be issued issue), any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Obligations Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C Commitment Sublimit then in effect, (C) the Total Consolidated GMF Exposure would exceed $3 billion or (D) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Total Domestic Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total Domestic Commitments then in effect and (ii) the aggregate amount Company shall be jointly and severally liable with respect to each Letter of Credit issued for the Available Revolving Commitments would be less account of an Applicable Account Party (other than zerothe Company). Each Letter of Credit shall (ix) be denominated in Dollarsan L/C currency, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) Dollars or any Optional Currency and (iiiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is one year after the date of issuance of such Letter of Credit and (B) five (5) Business Days prior to the Revolving Termination DateDate of such Issuing Lender then in effect; provided provided, that any Letter of Credit with a one-year term or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal extend beyond the date referred to in foregoing clause (B), unless and to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) or (2) continue past such date referred to in the foregoing clause (B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender; provided, further, that, upon request of the Company and with the consent of the relevant Issuing Lender, a Letter of Credit may have a tenor of longer than one year so long as such Letter of Credit does not extend beyond the date referred to in clause (yB) above (or, to the extent such Letter of Credit does extend beyond such date, it is in compliance with the parenthetical in clause (1) above). Any such Collateralization of a Letter of Credit provided by a Loan Party or Applicable Account Party, unless as applicable, with respect to a Letter of Credit, together with accrued interest or earnings thereon, shall be terminated and (to the Issuing Lender electsextent not applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, in its sole discretionas applicable, not to extend for as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any such additional periodamount drawn thereunder; provided, furtherthat, that (i) any Letter of Credit that expires after so long as such 100% margin is maintained, the Revolving Termination Date accrued interest or earnings on such Collateralization shall be Cash Collateralized and (ii) released to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business DaysLoan Party or Applicable Account Party, the Borrower shall promptlyas applicable, but in at any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly time and from time to time upon written its request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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)therefor. (b) The No Issuing Lender shall not at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby at the request of the Borrower letters of credit (each a “Letters Letter of Credit”) for the account of the Borrower any Group Member on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that (i) the Borrower shall not request, and no Issuing Lender shall have no obligation be required to issue or cause to be issued 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 L/C Obligations Foreign Currencies issued by such Issuing Lender plus (y) the outstanding amount of all Letters of Credit issued by such Issuing Lender other than those denominated in L/C Foreign Currencies would exceed such Issuing Lender’s L/C Commitment then in effect, (B) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies plus (y) the outstanding amount of all Letters of Credit other than those denominated in L/C Foreign Currencies would exceed the L/C Commitment Sublimit then in effect, or (C) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies plus (y) the amount of the Extensions of Credit other than Letters of Credit denominated in L/C Foreign Currencies would exceed the lesser of (I) the Total Commitments then in effect and (II) the Borrowing Base and (ii) the 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 would be less than zeroaccount of any other Group Member. Each Letter of Credit shall (ix) be denominated in Dollarsan Dollars or, if agreed by the applicable Issuing Lender, any L/C currency, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) Foreign Currency and (iiiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is five one year after the date of issuance of such Letter of Credit and (5B) Business Days thirty (30) days prior to the Revolving Termination DateDate then in effect; provided provided, that any Letter of Credit with a one-year term tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in foregoing clause (y) aboveB). If agreed by an Issuing Lender, unless the Letters of Credit issued by such Issuing Lender elects, may have an expiration date that exceeds one year (but in its sole discretion, all events expires no later than thirty (30) days prior to the Termination Date then in effect); provided that the Borrower shall not to extend for request the issuance of any such additional period; provided, further, that (i) any Letter of Credit that expires after if the Revolving Termination Date shall be Cash Collateralized aggregate face amount of all such Letters of Credit outstanding on the date of such request and (ii) giving effect to the extent that the L/C Obligations proposed issuance would exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter Dollar Equivalent 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)$10,000,000. (b) The An Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. Subject to Section 2.3.1 and the other terms and provisions of this Agreement, the Issuing Lender agrees to issue letters of credit (standby, documentary and trade), in each case containing such terms and conditions as are permitted by this Agreement and are reasonably satisfactory to the Issuing Lender (each, a “Letter of 1377643.07 Credit”), at the request of and for the account of the Company from time to time before the scheduled Termination Date and, as more fully set forth in Section 2.3.2, each Lender with a Revolving Commitment agrees to purchase a participation in each such Letter of Credit; provided that (a) the aggregate Stated Amount of all Letters of Credit shall not at any time exceed Twenty Five Million Dollars ($25,000,000) and (b) the Revolving Outstandings shall not at any time exceed the Revolving Commitment (less the amount of any Swing Line Loans outstanding at such time). Subject to the terms foregoing limitations in this Section, and conditions hereofthe other requirements in this Agreement, the Administrative Agent, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), Company and each Lender agrees to issue documentary or standby letters that any letter of credit (“Letters issued by the Letter of Credit”) Credit Issuer prior to the date of this Agreement for the account of the Borrower on Company or any Business Day during the Revolving Availability Period in such form as may other Loan Party shall, for all purposes, be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue or cause deemed to be issued any a Letter of Credit ifunder this Agreement and under the other Loan Documents, after giving effect to such issuanceincluding, without limitation the following letters of credit: (i) the L/C Obligations would exceed outstanding letter of credit issued for the L/C Commitment or account of the Company by the Issuing Lender bearing LOC #S580339 in the amount of $325,000.00, naming Safety National Casualty as beneficiary, and bearing an expiry date of April 29, 2008, (ii) the aggregate amount outstanding letter of credit issued for the account of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currency, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed Company by the Issuing Lender) Lender bearing LOC #S580338 in the amount of $450,000.00, naming K▇▇▇▇▇ Insurance as beneficiary, and bearing an expiry date of May 6, 2008, (iii) expire no later than the earlier outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LOC #S580337 in the amount of $4,730,381.00, naming The Travelers Indemnity Company as beneficiary, and bearing an expiry date of May 6, 2008, (iv) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LOC #S599094 in the amount of $230,000, naming Mutual Indemnity Ltd. as beneficiary, bearing an expiry date of June 5, 2008, (v) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LOC #S599096 in the amount of $1,523,000, naming Lumbermens Mutual Casualty Company as beneficiary, bearing an expiry date of June 5, 2008, (vi) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LOC # S599093 in the amount of $922,494, naming Reliance Insurance Company as beneficiary, bearing an expiry of June 6, 2008, (vii) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LC #S599259 in the amount of $11,122,500, naming The Travelers Indemnity Company as beneficiary, bearing an expiry of June 6, 2008, (viii) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LC #S599337 in the amount of $2,000,000, naming Wal-Mart Stores Inc. as beneficiary, bearing an expiry of June 6, 2008, (ix) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LC #S599095 in the amount of $1,500,000, naming Nova Information Systems, Inc. as beneficiary, bearing an expiry of June 30, 2008, and (x) the first anniversary outstanding letter of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide credit issued for the renewal thereof for additional one-year periods (or a longer period if agreed to account of the Company by the Issuing Lender but bearing LC #S599260 in no event shall any renewal period extend beyond the date referred to in clause (y) above)amount of $596,000, unless the Issuing Lender electsnaming Royal Indemnity Company on Behalf of itself and its Affiliated Companies as beneficiary, in its sole discretionbearing an expiry of June 6, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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)2008. (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LenderBank, in reliance on the agreements of the other Revolving Lenders Banks set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) in dollars for the account of the Borrower Company on any Business Day during on and after the Revolving Availability Period Effective Date and until the termination of the Commitment of the Issuing Bank in accordance with the terms hereof, in such form as may be approved from time to time by the Issuing LenderBank; provided that the Issuing Lender Barclays Bank PLC shall have no obligation to issue or cause to be issued commercial Letters of Credit hereunder; provided, further, that no Issuing Bank shall issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the excess of the Total Commitment over the aggregate amount of the Available Revolving Commitments 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 in Dollarsan L/C currency, dollars and (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving later of (A) the Original Termination Date; Date and (B) if any Commitments are extended pursuant to Section 2.25, such extended termination date as determined pursuant to Section 2.25, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) in this sentence above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) The No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaws.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), Bank agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the Borrower or, at the Borrower's request, any Subsidiary of the Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing LenderBank; provided provided, that the Issuing Lender Bank shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments Commitment for any Lender, or the Letter of Credit Availability, would be less than zero. . (b) Each Letter of Credit shall shall: (i) be denominated in Dollarsan L/C currencyDollars and shall be either (1) a standby letter of credit issued to support financial obligations (incurred in the ordinary course of business) of the Borrower or any Subsidiary of the Borrower, contingent or otherwise, to pay money (a "Financial Letter of Credit") or (2) a standby letter of credit issued to support non-financial obligations of the Borrower or any Subsidiary of the Borrower, contingent or otherwise, to provide goods or services in the ordinary course of business (a "Performance Letter of Credit"); (ii) have a face amount of at least (1) not less than $300,000 and (2) not more than the Dollar Amount amount that would, after giving effect to the issuance thereof, cause the Available Commitment of $100,000 (unless otherwise agreed by any Lender or the Issuing Lender) and Letter of Credit Availability to be less than zero; and (iii) expire (1) no earlier than 30 days after its date of issue and (2) no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination then Final Maturity Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods . (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 (yc) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the 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)York. (bd) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (e) Each party hereto agrees that, on and at all times after the Closing Date, the Existing Letter of Credit shall be deemed to be a Letter of Credit issued by the Issuing Bank pursuant hereto for all purposes hereunder and under the other Loan Documents.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LenderBank, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(asubsection 3.9(a), agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Availability Credit Commitment Period in such form as may be approved from time to time by the such Issuing LenderBank; provided that the no Issuing Lender Bank shall have no any obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations at such time would exceed the L/C Commitment or Commitment, (ii) the Standby Letter of Credit Outstandings at such time would exceed $125,000,000, (iii) the Aggregate Revolving Credit Outstandings at such time would exceed the aggregate amount of the Available Revolving Credit Commitments at such time, (iv) in the case of Letters of Credit issued in currencies other than Dollars only, the L/C Obligations in respect of Letters of Credit issued in currencies other than Dollars would be less than zero. exceed the Foreign L/C Commitment Sublimit at such time, or (v) the Aggregate Outstanding Extensions of Credit at such time would exceed the Borrowing Base at such time. (b) Each Letter of Credit shall shall: (i) be denominated in Dollarsan Dollars or such other currency that as of the date of issuance thereof is in the reasonable judgment of the relevant Issuing Bank (which shall be binding on the L/C currencyParticipants) freely convertible or exchangeable into Dollars as the Borrower, the relevant Issuing Bank and the Administrative Agent may from time to time agree, and shall be either (A) a standby letter of credit issued to support obligations of the Borrower or a Subsidiary, contingent or otherwise (a "Standby Letter of Credit"), or (B) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Borrower and its Subsidiaries in the ordinary course of business (a "Trade Letter of Credit"), and (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date (unless the Administrative Agent has received and maintains cash Collateral in an amount equal to 103% of the maximum amount available to be drawn under any such Letter of Credit for which the Borrower has requested an expiry date after the Termination Date; , in which event the expiry of any such Letter of Credit may extend beyond the Termination Date) and (B) one year after the date of issuance thereof, provided that that, subject to clause (A) above, any Letter of Credit with a one-year term may provide for may, at the renewal request of the Applicant as set forth in the applicable Application, be automatically renewed on each anniversary of the issuance thereof for an additional one-period of one year periods (or 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), less unless the Issuing Lender elects, in its sole discretion, not Bank which issued such Letter of Credit shall have given at least sixty days prior written notice to extend for any the Borrower and the beneficiary of such additional period; provided, further, that (i) any Letter of Credit that expires after such Letter of Credit will not be renewed, in which case such Letter of Credit may, at the Revolving Termination Date shall option of the Borrower, provide that the beneficiary of such Letter of Credit will be Cash Collateralized and (ii) entitled to draw on such Letter of Credit at any time during the thirty days prior to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess expiry thereof. (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). c) Each Letter of Credit shall be governed by laws subject to the Uniform Customs and, to the extent not inconsistent therewith, the law of the State Commonwealth 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)Massachusetts. (bd) The No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (e) On the Effective Date, all letters of credit and the reimbursement obligations attendant thereto issued pursuant to or under the Existing DIP Agreement which are then outstanding shall be, from and after such date, deemed to be and shall become for all purposes, Letters of Credit with Reimbursement Obligations attendant thereto issued pursuant to and outstanding under this Agreement.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Lenders Committed Note Purchasers set forth in Section 3.10(a)Sections 2.08 and 2.09, agrees to issue documentary or provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower Master Issuer or its designee on any Business Day during the Revolving Availability Period period commencing on the Series 2017-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided that the Issuing Lender L/C Provider shall have no obligation or right to issue or cause to be issued provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of Series 2017-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments would be less than zeroSeries 2017-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollarsan L/C currencyDollars, (iiy) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuing Lender) Master Issuer and the L/C Provider and (iiiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (510) Business Days prior to the Revolving 17 Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-periods, each individually not to exceed one year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (yRequired Expiration Date) above), unless the Issuing Lender electsL/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in its sole discretion, such Letter of Credit) that such Letter of Credit shall not to extend for any such additional periodbe renewed; provided, further, provided further that (i) any Letter of Credit may have an expiration date that expires after is later than the Revolving Termination Required Expiration Date shall be Cash Collateralized 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 accordance with Section 4.02 or 4.03 as of the Required Expiration Date and (ii) to the extent that the there are no other outstanding L/C Obligations exceed with respect to such Letter of Credit as of the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize Required Expiration Date and (y) such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal arrangement is satisfactory to the L/C Commitment Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for ten consecutive Business Days). Each the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, on its behalf, and (B) the Control Party as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be governed by laws of paid directly into the State of New York (unless Senior Notes Interest Reserve Account or the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under Senior Subordinated Notes Interest Reserve Account, as applicable. The International Standby Practices (ISP98). (b) The Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any applicable Requirement of LawLaw or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2017-1 Class A-1 L/C Note, which the Master Issuer shall deliver to the L/C Provider on the Series 2017-1 Closing Date. Such Series 2017-1 Class A-1 L/C Note shall be dated the Series 2017-1 Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2017-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the 18 Series 2017-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2017-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2017-1 Class A-1 L/C Note and shall be deemed to be Series 2017-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2017-1 Supplement, the outstanding principal amount evidenced by the Series 2017-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider either (i) provide a new Letter of Credit and (ii) provide a new “back-to-back” Letter of Credit to an existing letter of credit provider to secure a letter of credit in existence prior to the Series 2017-1 Closing Date, by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2017-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2017-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2017-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2017-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2017-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C 19 Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2017-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2017-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2017-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts. (g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the L/C Provider or a Person selected by (at the expense of the L/C Provider) the Master Issuer shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit 20 satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Master Issuer being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “P-2” from ▇▇▇▇▇’▇ and “A-2” from S&P and (ii) a long-term unsecured debt rating of not less than “Baa2” from ▇▇▇▇▇’▇ or “BBB” from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary of such proposed Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LenderBank, in reliance on the agreements of the other Revolving Lenders Banks set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) in dollars for the account of the Borrower Company on any Business Day during on and after the Revolving Availability Period Effective Date and until the termination of the Commitment of the Issuing Bank in accordance with the terms hereof, in such form as may be approved from time to time by the Issuing LenderBank; provided that the Issuing Lender Barclays Bank PLC shall have no obligation to issue or cause to be issued commercial Letters of Credit hereunder; provided, further, that no Issuing Bank shall issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the excess of the Total Commitment over the aggregate amount of the Available Revolving Commitments 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 $60,000,000. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currency, dollars and (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving later of (A) the Original Termination Date; Date and (B) if any Commitments are extended pursuant to Section 2.25, such extended termination date as determined pursuant to Section 2.25, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) in this sentence above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) The No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaws.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderBank, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), subsection 3.4(a) agrees to issue documentary or standby letters of credit (“Letters of Credit”"LETTERS OF CREDIT") for the account of the Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing LenderBank; provided PROVIDED that the Issuing Lender Bank shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i1) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii2) the aggregate amount of the Available Revolving Credit Commitments would be less than zero. zero or (3) the Aggregate Covered Outstanding Revolving Extensions of Credit at such time would exceed the Borrowing Base at such time. (b) Each Letter of Credit shall shall: (i1) be denominated in Dollarsan L/C currencyDollars and shall be either (A) a standby letter of credit issued to support obligations of the Borrower (a "STANDBY LETTER OF CREDIT"), or (iiB) have a face amount commercial letter of at least credit issued in respect of the Dollar Amount purchase of $100,000 (unless otherwise agreed goods or services by the Issuing LenderBorrower and its Subsidiaries in the ordinary course of business (a "COMMERCIAL LETTER OF CREDIT") and and (iii2) expire no later than the earlier of (xi) one year after the first anniversary of its date of issuance and (yii) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term tenor may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (yii) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that . (ic) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the 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)York. (bd) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderBank, in reliance on the agreements of the other Revolving L/C Lenders set forth in Section 3.10(a3.04(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) Credit for the account of the any Borrower (on behalf of such Borrower or on behalf of any other Group Member) on any Business Day during the Revolving Availability Period period from the Effective Date until the date that is thirty (30) days prior to the L/C Termination Date in such form as may be approved from time to time by the Issuing LenderBank; provided that the Issuing Lender Bank shall not have no any obligation to issue or cause to be issued any Letter of Credit if, if after giving effect to such issuance, (ix) the Issuer Exposure would exceed the lesser of (1) the aggregate L/C Obligations would exceed the Commitments of all L/C Commitment Lenders and (2) the Facility Cap, or (iiy) the aggregate amount of in the Available Revolving Commitments Lender Cash Collateral Accounts would be less than zero. 102% of the Issuer Exposure. (b) Each Letter of Credit shall (i) be denominated in Dollarsan Dollars or any other lawful foreign currency which is approved in writing on a case by case basis by the Issuing Bank, the Required L/C currency, Lenders and the Agent in their sole and absolute discretion and (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than one year following the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Dateof such Letter of Credit; provided that, in the event that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but in no event shall any renewal period extend beyond is outstanding on the date referred to in clause that is thirty (y30) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) days prior to the extent that L/C Termination Date, the Borrowers shall on or before such date, Cash Collateralize an amount equal to 102% of the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize with respect to all such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral Letters of Credit pursuant to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days)Section 3.11. Each Application and each Letter of Credit shall be governed by subject to either the International Standby Practices (ISP 98) of the International Chamber of Commerce or the UCP, and, to the extent not inconsistent therewith, the laws of the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98)York. (bc) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law, (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) such issuance would violate one or more policies of the Issuing Bank applicable to letters of credit generally; (iv) the conditions precedent to each issuance of a Letter of Credit set forth in Section 4.02 have not been satisfied; (v) at the time of such issuance (x) the Cash Collateral Agreement shall have ceased for any reason to be in full force and effect or (y) any L/C Lender or Loan Party shall so state in writing or (z) any Lien created by the Cash Collateral Agreement shall cease to be enforceable and of the same effect and priority purported to be created thereby; or (vi) at the time of such proposed L/C Extension there has been a drawing on any Letter of Credit outstanding hereunder for which the Borrowers have not made all payments required to be made by the Borrowers under Section 3.05. (d) Unless previously terminated, the L/C Commitments of each L/C Lender shall terminate and be reduced to zero on the L/C Termination Date. (e) Notwithstanding Section 3.01(c): (i) the Issuing Bank shall not, other than with the written consent of the Required L/C Lenders, issue any Letter of Credit if such Letter of Credit contains any provisions for automatic reinstatement of all or any portion of the stated amount thereof after any drawing thereunder or after the expiry date of such Letter of Credit; (ii) the Issuing Bank shall not issue a Letter of Credit which includes a provision whereby such Letter of Credit shall be renewed or extended automatically for additional consecutive periods unless (x) the Required L/C Lenders have provided their written consent, (y) pursuant to the terms of the Letter of Credit, the Issuing Bank may notify the beneficiary thereof within the time period specified in such Letter of Credit (which shall not exceed ninety (90) days prior to the then-applicable expiration date), or, if no such time period is specified, at least thirty (30) days prior to the then-applicable expiration date, that such Letter of Credit will not be renewed or extended, and (z) the Issuing Bank shall make such notification to the beneficiary as described in clause (y) above promptly upon request by the Required L/C Lenders.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Availability Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i1) the L/C Obligations would exceed the L/C Commitment or (ii2) the aggregate amount of the Available Revolving RC Commitments would be less than zero. . (b) Each Letter of Credit shall shall: (i1) be denominated in Dollarsan L/C currencyDollars and shall be a standby letter of credit issued to support obligations of the Borrower, (ii) have a face amount contingent or otherwise, in respect of at least insurance obligations, to ▇▇▇▇▇▇▇'▇ compensation board or similar Governmental Authority for ▇▇▇▇▇▇▇'▇ compensation liabilities of the Dollar Amount of $100,000 (unless otherwise agreed Borrower, and for such other purposes as may be approved by the Issuing Lender) Lender and the Administrative Agent (iiisuch consent not to be unreasonably withheld); and (2) expire no later than 364 days from the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior subject to the Revolving Termination Date; provided that any renewal). As to each Letter of Credit with a one-year term may which is outstanding as of the Revolving Credit Termination Date, no further renewal of any such Letter of Credit shall occur, and the Borrower shall provide for the renewal thereof for additional one-year periods either (or a longer period if agreed A) cash collateral in an amount satisfactory to by the Issuing Lender but or (B) one or more irrevocable letters of credit in no event shall any renewal period extend beyond the date referred form and substance, and issued by a bank, satisfactory to in clause (y) above), unless the Issuing Lender electspursuant to which the Issuing Lender is entitled to recover the maximum amount at any time payable under each outstanding Letter of Credit, in its sole discretion, not plus all costs and fees then or thereafter payable with respect to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after under the Revolving Termination Date shall be Cash Collateralized and terms of this Agreement. (iic) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the 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)York. (bd) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing LenderParty, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(aSections 3.4(a) and 3.8(b), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower Borrowers on any Business Day during the Revolving Availability Commitment Period (i) in the case of Fronted Letters of Credit, in such form as may be approved from time to time by the 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 the such Applicable Issuing Lender Party shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments 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 Dollarsan L/C currency, Dollars or Pounds Sterling and (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless so long as the Issuing Lender elects, in its sole discretion, not of such Letter of Credit has the right to refuse to extend for 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 such additional period; provided, further, that Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (b) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Applicable Issuing Lender or Party, any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of LawLaw or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfied.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (the “Letters of Credit”) for the account of the Borrower or any Subsidiary thereof on any Business Day during from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Availability Period Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment or (iib) the aggregate amount of Revolving Credit Outstandings would exceed the Available Revolving Commitments would be less than zeroCredit Commitment. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencya Permitted Currency, (ii) have be in a face minimum amount of at least the Dollar Amount of $100,000 (unless otherwise agreed or, with respect to an Alternative Currency Letter of Credit, the amount of the Alternative Currency in which such Alternative Letter of Credit is to be denominated which is equivalent to $100,000 at the most favorable spot exchange rate determined by the Issuing Lender) and Administrative Agent to be available to it at approximately 11:00 a.m. two (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (52) Business Days prior to the Revolving Termination Date; provided that any before such Alternative Currency Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods is to be issued or extended) (or a longer period if such lesser amount as agreed to by the Issuing Lender but in Lender), (iii) if a standby Letter of Credit, expire on a date no event shall any renewal period extend beyond more than twelve (12) months after the date referred of issuance or last renewal of such Letter of Credit (subject to in clause customary automatic renewal for additional one (y1) aboveyear periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), unless which date shall be no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date, (iv) if a commercial Letter of Credit, expire on a date no more than 180 days after the date of issuance of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (v) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender electsand, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Daysnot inconsistent therewith, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, the Rollover Letter of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding under this Agreement.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LenderBank, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(asubsection 3.9(a), agrees to issue documentary or standby letters of credit (“"Letters of 44 51 Credit”") for the account of the Borrower on any Business Day during the Revolving Availability Credit Commitment Period in such form as may be approved from time to time by the such Issuing LenderBank; provided that the no Issuing Lender Bank shall have no any obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations at such time would exceed the L/C Commitment or Commitment, (ii) the Standby Letter of Credit Outstandings at such time would exceed $125,000,000, (iii) the Aggregate Revolving Credit Outstandings at such time would exceed the aggregate amount of the Available Revolving Credit Commitments at such time, (iv) in the case of Letters of Credit issued in currencies other than Dollars only, the L/C Obligations in respect of Letters of Credit issued in currencies other than Dollars would be less than zero. exceed the Foreign L/C Commitment Sublimit at such time, or (v) the Aggregate Outstanding Extensions of Credit at such time would exceed the Borrowing Base at such time. (b) Each Letter of Credit shall shall: (i) be denominated in Dollarsan Dollars or such other currency that as of the date of issuance thereof is in the reasonable judgment of the relevant Issuing Bank (which shall be binding on the L/C currencyParticipants) freely convertible or exchangeable into Dollars as the Borrower, the relevant Issuing Bank and the Administrative Agent may from time to time agree, and shall be either (A) a standby letter of credit issued to support obligations of the Borrower or a Subsidiary, contingent or otherwise (a "Standby Letter of Credit"), or (B) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Borrower and its Subsidiaries in the ordinary course of business (a "Trade Letter of Credit"), and (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date; Date and (B) one year after the date of issuance thereof, provided that that, subject to clause (A) above, any Letter of Credit with a one-year term may provide for may, at the renewal request of the Applicant as set forth in the applicable Application, be automatically renewed on each anniversary of the issuance thereof for an additional one-period of one year periods (or 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), less unless the Issuing Lender elects, in its sole discretion, not Bank which issued such Letter of Credit shall have given at least sixty days prior written notice to extend for any the Borrower and the beneficiary of such additional period; provided, further, that (i) any Letter of Credit that expires after such Letter of Credit will not be renewed, in which case such Letter of Credit may, at the Revolving Termination Date shall option of the Borrower, provide that the beneficiary of such Letter of Credit will be Cash Collateralized and (ii) entitled to draw on such Letter of Credit at any time during the thirty days prior to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess expiry thereof. (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). c) Each Letter of Credit shall be governed by laws subject to the Uniform Customs and, to the extent not inconsistent therewith, the law 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)York. (bd) The No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (e) On the Effective Date, all letters of credit and the reimbursement obligations attendant thereto issued pursuant to or under any of the Previous Credit Agreements which are then outstanding shall be from and after such date deemed to be and become for all purposes Letters of Credit with Reimbursement Obligations attendant thereto issued pursuant to and be outstanding under this Agreement.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderBank, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(asubsection 3.4(a), agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of one of the Borrowers and to issue documentary or standby letters of credit (“collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, "Letters of Credit”") for the account of the Borrower Parent on any Business Day during the Revolving Availability Credit Commitment Period in such form as may be approved from time to time by the Issuing LenderBank; provided that the Issuing Lender Bank shall not, and shall have no obligation to to, issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments Credit Commitment of all the Lenders would be less than zero. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars or in a Foreign Currency, (ii) have a provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at least the Dollar Amount time of issuance of any Letter of Credit) shall not exceed $100,000 20,000,000 and shall be either (unless x) a standby letter of credit issued to support obligations of the Parent or its Subsidiaries, contingent or otherwise agreed for general corporate needs (a "Standby Letter of Credit"), or (y) a documentary letter of credit in respect of the purchase of goods or services by the Issuing LenderParent or its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit") and (iiiii) expire no later than the earlier of (x) one year from the first anniversary of its date of issuance and thereof or (y) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods . (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 (yb) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the 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)York. (bc) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Availability Credit Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the lesser of (x) the L/C Commitment or (y) unless otherwise agreed by the Administrative Agent, the then applicable Maximum Outstanding Amount of Letters of Credit or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero. . (b) Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars, (ii) have a face amount be available to support the obligations of at least the Dollar Amount Borrower or any Guarantor under self insurance or workers' compensation insurance programs, including renewal of $100,000 (unless otherwise agreed by existing letters of credit, and for other purposes reasonably satisfactory to the Issuing Lender) Administrative Agent and (iii) expire no later than the earlier date that is 60 days after the Maturity Date (subject to certain extension provisions acceptable to the Administrative Agent and the applicable Issuing Lender; provided, that if the Termination Date occurs prior to the expiration of any Letter of Credit, the Borrower shall, on or prior to the Termination Date, (x) cause all such Letters of Credit to be returned to the first anniversary of its date of issuance applicable Issuing Bank undrawn and marked "cancelled" or (y) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed Borrower is unable to replace and return any such Letter of Credit, deposit cash in the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral Account in an amount equal to 105% of the face amount of all such Letters of Credit, as collateral security for the Borrower's reimbursement obligations in connection therewith, such cash to be remitted to the Borrower if upon the L/C expiration, cancellation or other termination or satisfaction of the Borrower's reimbursement obligations in respect of all such Letters of Credit and all other Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). then outstanding under this Agreement. (c) Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the 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)York. (bd) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby at the request of the Borrower letters of credit (each a “Letters Letter of Credit”) for the account of the Borrower any Group Member on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that (i) the Borrower shall not request, and no Issuing Lender shall have no obligation be required to issue or cause to be issued issue, any Letter of Credit if, if after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in OptionalL/C Foreign Currencies issued by such Issuing Lender plus (y) the outstanding amount of all Letters of Credit issued by such Issuing Lender other than those denominated in OptionalL/C Foreign Currencies would exceed such Issuing Lender’s L/C Obligations Commitment then in effect, (B) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in OptionalL/C Foreign Currencies plus (y) the outstanding amount of all Letters of Credit other than those denominated in OptionalL/C Foreign Currencies would exceed the L/C Commitment Sublimit then in effect, or (C) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in OptionalL/C Foreign Currencies plus (y) the then Outstanding Aamount of the Extensions of Credit other than Letters of Credit denominated in OptionalL/C Foreign Currencies would exceed the lesser of (AI) the Total Commitments then in effect and (BII) the Borrowing Base and (ii) the aggregate amount Borrower shall be a co-applicant, and jointly and severally liable with respect to, each Letter of Credit issued for the Available Revolving Commitments would be less than zeroaccount of any other Group Member. Each Letter of Credit shall (ix) be denominated in Dollarsan L/C currencyDollars or, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise if agreed by the applicable Issuing Lender) , any OptionalL/C Foreign Currency and (iiiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is five one year after the date of issuance of such Letter of Credit and (5B) Business Days thirty (30) days prior to the Revolving Termination DateDate then in effect; provided provided, that any Letter of Credit with a one-year term tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in foregoing clause (y) aboveB). If agreed by an Issuing Lender, unless the Letters of Credit issued by such Issuing Lender elects, may have an expiration date that exceeds one year (but in its sole discretion, all events expires no later than thirty (30) days prior to the Termination Date then in effect); provided that the Borrower shall not to extend for request the issuance of any such additional period; provided, further, that (i) any Letter of Credit that expires after if the Revolving Termination Date shall be Cash Collateralized aggregate face amount of all such Letters of Credit outstanding on the date of such request and (ii) giving effect to the extent that the L/C Obligations proposed issuance would exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter Dollar Equivalent 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)$10,000,000. (b) The An Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderBank, in reliance on the agreements of the other Revolving Lenders Banks set forth in Section 3.10(asubsection 3.5(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower Company and its Designated Subsidiaries on any Business Day during on or after the Revolving Availability Effective Date until the date which is five Business Days prior to the end of the Commitment Period in such form as may be approved from time to time by the Issuing LenderBank (all such letters of credit outstanding on 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 Bank shall have no obligation to issue or cause to be issued 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 would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments Credit Commitment would be less than zero. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more expire no later than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days)a date one year after its issuance. Each Letter of Credit shall be governed by issued as credit support for (x) insurance and vendor financial obligations, (y) performance bonds issued on behalf of the Company or any Designated Subsidiary in its ordinary course of business, including, but not limited to, bonds required for court proceedings, or (2) other similar financial support for obligations of the Company. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York (unless the laws Issuing Bank's principal place of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98)business. (bc) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no an obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zerozero or (ii) the Total Permitted Foreign Currency Extensions of Credit would exceed $50,000,000. Each letter of credit outstanding on the Closing Date and listed on Schedule 3.1 shall constitute a “Letter of Credit” for the purposes of this Agreement, provided, that if the account party in respect of any such letter of credit is not the Borrower (any such account party, an “Existing Account Party”), the Borrower and the relevant Existing Account Party shall be jointly and severally liable for all obligations (including reimbursement obligations) applicable thereto. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currency, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (xx)(A) the first anniversary of its date of issuance issuance, in the case of standby Letters of Credit, and (B) 180 days after the date of issuance, in the case of commercial Letters of Credit, and (y) the date that is five (5) Business Days prior to the Revolving Termination Date; , provided that any standby Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall 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 . (ib) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the 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)York. (bc) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during from the Revolving Availability Period Closing Date through but not including the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment or (iib) the Committed Extensions of Credit would exceed such Lender's Commitment or (c) the aggregate principal amount of all outstanding Loans plus the Available Revolving Commitments L/C Obligations would be less than zeroexceed the Aggregate Commitment. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars in a minimum amount of $500,000, (ii) have be a face amount standby letter of at least credit issued to support obligations of the Dollar Amount Borrower or any of $100,000 (unless otherwise agreed by its Subsidiaries, contingent or otherwise, incurred in the Issuing Lender) and ordinary course of business, (iii) have a term of not more than one (1) year, (iv) expire on a date which shall be no later than the earlier of thirty (x30) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (iiv) be subject to the Uniform Customs and, to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Daysnot inconsistent therewith, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderBank, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a)subsection , agrees to issue documentary or standby letters of credit (“Letters of Credit”) Credit for the account of the Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing LenderBank; provided that the Issuing Lender Bank shall have no obligation to not issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Limit, (ii) the aggregate amount of the Available Revolving Commitments Commitment would be less than zero. zero or (iii) subsection 2.1(b) would be violated. (b) Each Letter of Credit shall shall: (i) be denominated in Dollarsan Dollars and shall be either a Standby L/C currency, or a Commercial L/C; (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of Maturity Date; and (xiii) if the first anniversary of its date of issuance and (y) the date that is five (5) Business Days Termination Date occurs prior to the Revolving Termination Date; provided that expiration of any such Letter of Credit, such Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed shall be replaced and returned to by the Issuing Lender but in no event shall any renewal period extend beyond the date referred Bank undrawn and marked "canceled" on or prior 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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) or to the extent that the L/C Obligations exceed Borrower is unable to replace any such Letter of Credit, the Borrower shall deposit funds into the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or Account until such Letter of Credit has been cash collateralized in an amount equal to 105% of the L/C Commitment for ten consecutive Business Days). face amount of such Letter of Credit. (c) Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the 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)York. (bd) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant Participating Lender to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderBanks, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.04(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower or any of its Subsidiaries on any Business Day during the Revolving Availability Period in such form as may be approved from time to time by the Issuing LenderPeriod; provided that the Issuing Lender Banks shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations (including the Dollar Equivalent of such Lender’s Foreign Currency Letters of Credit) owing to the relevant Issuing Bank would exceed such Issuing Bank’s Individual L/C Sublimit, (ii) the sum of the L/C Obligations owing to the Issuing Banks would exceed the L/C Commitment Sublimit or (iiiii) the aggregate amount sum of the Available Revolving Commitments would be less than zerototal Credit Exposures exceeding the total Commitments. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars, Euro or Pounds Sterling and (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Maturity Date; , provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall 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 (i) any Letter of Credit that expires after may, upon the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, request of the Borrower shall promptlyand without the consent of any other Issuing Bank or Lender, but in any event within two Business Days, Cash Collateralize include a provision whereby such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by laws renewed automatically for additional consecutive periods of one year or less (but not beyond the State date that is five Business Days prior to the Maturity Date) unless and until the applicable Issuing Bank notifies the beneficiary thereof in writing within the time period specified in such Letter of New York (unless Credit or, if no such time period is specified, at least 30 days prior to the laws then-applicable expiration date, that such Letter of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98)Credit will not be renewed. (b) The No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict withviolate, or cause the such Issuing Lender Bank or any relevant L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the Borrower Borrowers on any Business Day during from the Revolving Availability Period Closing Date through but not including the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, : (ia) the L/C Obligations would exceed the L/C Commitment Commitment, or (iib) the aggregate L/C Obligations, together with the outstanding principal amount of all Revolving Credit Loans, would exceed the Aggregate Commitment (as the same may, from time to time, be reduced pursuant to Section 2.6 herein); or (c) the Available Revolving Commitments Commitment of any Lender would be less than zero. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars in a minimum amount of $75,000, (ii) have be standby or direct pay 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, including, without limitation, any letter of credit issued in connection with the Bond Transaction, (iii) expire on a face amount date satisfactory to the Issuing Lender, which date shall be no later than one (1) year from the date of at least issuance as to any standby letter of credit, or, if earlier, the Dollar Amount of $100,000 Termination Date (unless otherwise agreed by the Issuing Lender) Administrative Agent), and (iiiiv) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior be subject to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (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)Uniform Customs and, unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Daysnot inconsistent therewith, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by laws of the State Commonwealth 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). (b) Pennsylvania. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.be

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Lenders Committed Note Purchasers set forth in Section 3.10(a)Sections 2.08 and 2.09, agrees to issue documentary or provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower Co-Issuers on any Business Day during the Revolving Availability Period period commencing on the Series 2015-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided that the Issuing Lender L/C Provider shall have no obligation or right to issue or cause to be issued provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of Series 2015-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments would be less than zeroSeries 2015-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollarsan L/C currencyDollars, (iiy) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuing Lender) Co-Issuers and the L/C Provider and (iiiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (510) Business Days prior to the Revolving Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-periods, each individually not to exceed one year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (yRequired Expiration Date) above), unless the Issuing Lender electsL/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in its sole discretion, such Letter of Credit) that such Letter of Credit shall not to extend for any such additional periodbe renewed; provided, further, that (i) any Letter of Credit may have an expiration date that expires after is later than the Revolving Termination Required Expiration Date shall be Cash Collateralized and so long as either (iix) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the extent that Co-Issuers in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Obligations exceed Provider in its sole and absolute discretion have been made with the L/C Commitment for more than three consecutive Business DaysProvider (and, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to 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 ten consecutive Business Days). Each 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 governed by laws of paid directly into the State of New York (unless Senior Notes Interest Reserve Account or the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under Senior Subordinated Notes Interest Reserve Account, as applicable. The International Standby Practices (ISP98). (b) The Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any applicable Requirement of LawLaw or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the initial Series 2015-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2015-1 Closing Date. Such initial Series 2015-1 Class A-1 L/C Note shall be dated the Series 2015-1 Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2015-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2015-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2015-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2015-1 Class A-1 L/C Note and shall be deemed to be Series 2015-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2015-1 Supplement, the outstanding principal amount evidenced by the Series 2015-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Co-Issuers may (or shall cause the Manager on their behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2015-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2015-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2015-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2015-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2015-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Co-Issuers shall jointly and severally pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2015-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2015-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) In addition, the Co-Issuers shall jointly and severally pay to or reimburse the L/C Provider for the account of the applicable L/C Issuing Bank the L/C Fronting Fees, if any, in accordance with the terms of the Series 2015-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (g) The Co-Issuers may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the L/C Provider or a Person selected by (at the expense of the L/C Provider) the Co-Issuers shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Co-Issuers being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “P-2” from ▇▇▇▇▇’▇ and “A-2” from S&P and (ii) a long-term unsecured debt rating of not less than “Baa2” from ▇▇▇▇▇’▇ or “BBB” from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary of such proposed Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during from the Revolving Availability Period Closing Date through but not including the date which is six (6) Business Days prior to the Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the lesser of (i) the L/C Commitment or (ii) the Aggregate Commitment less the sum of the Dollar Amount of the aggregate principal amount of all other Extensions of Credit or (b) the Available Revolving Commitments Commitment of any Lender would be less than zero. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars, (ii) have be a face amount standby letter of at least credit issued to support obligations of the Dollar Amount Borrower or any of $100,000 (unless otherwise agreed by the Issuing Lender) and its Subsidiaries, contingent or otherwise, (iii) expire no later than one (1) year from the earlier of (x) the first anniversary of its date of issuance and (y) thereof; provided, that any such Letter of Credit may be automatically extendible for periods of up to one year so long as such Letter of Credit provides that the Issuing Lender retains an option, satisfactory to such Issuing Lender, to terminate such Letter of Credit within a specified period of time prior to each scheduled extension date; provided, further, that in no case shall such expiration date that is be later than five (5) Business Days prior to the Revolving Termination Maturity Date; provided that any Letter of Credit with a one-year term may provide for , and (iv) be subject to the renewal thereof for additional one-year periods (Uniform Customs and/or ISPA98, as set forth in the Application or a longer period if agreed to as determined by the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) above)and, unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Daysnot inconsistent therewith, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Lenders Committed Note Purchasers set forth in Section 3.10(a)Sections 2.08 and 2.09, agrees to issue documentary or provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower Master Issuer or its designee on any Business Day during the Revolving Availability Period period commencing on the Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided that the Issuing Lender L/C Provider shall have no obligation or right to issue or cause to be issued provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of Series 2022-1 Class A-1 Notes Exposure Amount would exceed the Available Revolving Commitments would be less than zeroSeries 2022-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollarsan L/C currencyDollars, (iiy) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuing Lender) Master Issuer and the L/C Provider and (iiiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (510) Business Days prior to the Revolving Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-periods, each individually not to exceed one year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (yRequired Expiration Date) above), unless the Issuing Lender electsL/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in its sole discretion, such Letter of Credit) that such Letter of Credit shall not to extend for any such additional periodbe renewed; provided, further, that (i) any Letter of Credit may have an expiration date that expires after is later than the Revolving Termination Required Expiration Date shall be Cash Collateralized 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 accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date and (ii) to the extent that the there are no other outstanding L/C Obligations exceed with respect to such Letter of Credit as of the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize Required Expiration Date and (y) such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal arrangement is satisfactory to the L/C Commitment Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for ten consecutive Business Days). Each 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 governed by laws of paid directly into the State of New York (unless Senior Notes Interest Reserve Account or the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under Senior Subordinated Notes Interest Reserve Account, as applicable. The International Standby Practices (ISP98). (b) The Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any applicable Requirement of LawLaw or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2022-1 Class A-1 L/C Note, which the Master Issuer shall deliver to the L/C Provider on the Closing Date. Such Series 2022-1 Class A-1 L/C Note shall (i) be dated the Closing Date, (ii) be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, (iii) have a maximum principal amount equal to the L/C Commitment, (iv) have an initial outstanding principal amount equal to the Series 2022-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (v) be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Closing Date shall increase the Series 2022-1 Class A-1 Notes Exposure Amount in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All Unreimbursed L/C Drawings shall be deemed to be principal outstanding under the Series 2022-1 Class A-1 L/C Note and shall be deemed to be Series 2022-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2022-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2022-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2022-1 Class A-1 Notes Exposure Amount would not exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2022-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2022-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Series 2022-1 Class A-1 Outstanding Principal Amount, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts. (g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the L/C Provider or a Person selected by (at the expense of the L/C Provider) the Master Issuer shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Master Issuer being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “P-2” from ▇▇▇▇▇’▇ and “A-2” from S&P and (ii) a long-term unsecured debt rating of not less than “Baa2” from ▇▇▇▇▇’▇ or “BBB” from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary of such proposed Letter of Credit.

L/C Commitment. (axxi) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a3.04(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower Borrowers on any Business Day Day, during the period from and including the Closing Date to the earlier of (v) the date that is 30 days prior to the 2024 Extended Revolving Availability 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 the such Issuing Lender; provided provided, that the no Issuing Lender shall have no any obligation to issue or cause to be issued any Letter of Credit if, immediately after giving effect to such issuance, (i1) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii2) the aggregate amount of the Available Revolving Credit Commitments would be less than zero, (3) the Revolving Extensions of Credit of any Lender would exceed such ▇▇▇▇▇▇’s Revolving Credit Commitment or (4) the L/C Obligations in respect of all Letters of Credit issued by such Issuing Lender would exceed such Issuing ▇▇▇▇▇▇’s Fronting Cap. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currency, Dollars and (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five (5) Business Days prior to 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 (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above). Unless otherwise agreed by the applicable Issuing Lender, unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter Letters of Credit that expires after the Revolving Termination Date issued shall only be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days)standby Letters of Credit. Each Letter All Amendment No. 14 Existing Letters of Credit shall be governed by laws of the State of New York (unless the laws of another jurisdiction is agreed deemed to by the respective Issuing Lender) have been issued pursuant hereto and governed under The International Standby Practices (ISP98). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any deemed L/C Participant Obligations, and from and after the Amendment No. 14 Effective Date shall be subject to exceed any limits imposed by, any applicable Requirement of Lawand governed by the terms and conditions hereof.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during from the Closing Date through but not including the Revolving Availability Period Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment or (iib) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate amount of L/C Obligations would exceed the Available Revolving Commitments would be less than zeroCredit Commitment. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars in a minimum amount of $1,000,000, or in such other amount as agreed to by the Administrative Agent, (ii) have be a face amount standby letter of at least credit issued to support obligations of the Dollar Amount Borrower or any of $100,000 (unless otherwise agreed by its Subsidiaries, contingent or otherwise, incurred in the Issuing Lender) and ordinary course of business, (iii) expire on a date no more than one (1) year from the issuance thereof, which date shall be no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days business days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for Maturity Date and (iv) be subject to the renewal thereof for additional one-year periods (Uniform Customs and/or ISPA 98, as set forth in the Application or a longer period if agreed as to be determined by the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) above)and, unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Daysnot inconsistent therewith, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any Existing Letters of Credit, unless the context otherwise requires. The Existing Letters of Credit shall be, from and after the Closing Date, Letters of Credit hereunder.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderAdministrative Agent, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to arrange for the Issuing Bank to issue documentary or standby letters of credit (“Letters of Credit”) Credit for the account of the Borrower Borrowers on any Business Day during from the Revolving Availability Period Closing Date through but not including five (5) Business Days prior to the Maturity Date in such form as may be approved from time to time by the such Issuing LenderBank; provided provided, that the Issuing Lender Administrative Agent shall have no obligation to issue or cause to be issued arrange for the issuance of any such Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations 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 principal amount of outstanding Protective Advances, plus the aggregate amount of L/C Obligations would exceed the Available lesser of (x) the Revolving Commitments would be less than zeroCredit Commitment and (y) the Borrowing Base Amount. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars in a minimum amount of $5,000, (ii) have be a face amount standby or commercial letter of at least credit issued to support obligations of any Credit Party, contingent or otherwise, incurred in the Dollar Amount ordinary course of $100,000 business (unless otherwise agreed by the Issuing Lender) including bid, performance, surety and similar bonds or obligations), (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (it being understood and agreed that such limitation shall not be construed to prohibit the issuance by such Issuing Bank of “evergreen” Letters of Credit providing for automatic extension for periods not exceeding 12 months), which expiry date (including any such date that could automatically be extended pursuant to an “evergreen” provision contained in a Letter of Credit) shall be no later than the earlier of fifth (x) the first anniversary of its date of issuance and (y) the date that is five (55th) Business Days Day prior to the Revolving Termination date specified in clause (a) of the definition of the term “Maturity Date; provided that any ” and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (Application or a longer period if agreed to as determined by the such Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) above)Bank and, unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Daysnot inconsistent therewith, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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 York. The International Standby Practices (ISP98). (b) The Issuing Lender Administrative Agent shall not at any time be obligated to issue arrange for the issuance of any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower (and on behalf of the Borrower or any of its Subsidiaries or Joint Ventures) on any Business Day during the Revolving Availability Commitment Period in such customary form as may be approved from time to time by the such Issuing Lender; provided that the such Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s portion of the L/C Commitment or CommitmentIssuing Lender Limit, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero, (iii) the Borrowing Base Availability would be less than zero or (iv) the L/C Obligations in respect of Letters of Credit that are Financial Letters of Credit would exceed the Financial Letter of Credit Sublimit. Each Letter of Credit shall (iA) be denominated in Dollarsan L/C currency, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) Dollars and (iiiB) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to 364 days after the Revolving Termination Date; , provided (I) that any Letter of Credit with a one-year term an expiry date prior to the Termination Date may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (yB) above), unless the Issuing Lender elects, in its sole discretion, not ) and (II) with respect to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires on or after the Revolving Termination Date shall be Cash Collateralized and (ii) date that is five Business Days prior to the extent that Termination Date, at least 60 days prior to the Termination Date, the Borrower shall back-stop such Letter of Credit and/or deposit an amount in cash equal to 100% of the L/C Obligations in respect of such Letter of Credit in a cash collateral account established with the Administrative Agent for the benefit of the applicable Issuing Lender on terms and conditions satisfactory to the Administrative Agent and such Issuing Lender. 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 each such Subsidiary or Joint Venture. From time to time and upon reasonable request therefor, (i) each Issuing Lender shall confirm to the Administrative Agent the L/C Exposure in respect of Letters of Credit issued by it and its portion of the L/C Commitment and (ii) the Administrative Agent shall confirm to each Issuing Lender the aggregate amount of Available Commitments. For the avoidance of doubt, in no event shall the sum of the Issuing Lenders’ respective portions of the L/C Commitment exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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)Commitment. (b) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the any Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereofof this Agreement, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.04(a), agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during from the Revolving Availability Period Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the Available Revolving Commitments aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would be less than zero. exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base. (b) Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars in a minimum amount of $100,000, (ii) have be a face amount standby letter of at least credit issued to support obligations of the Dollar Amount Borrower or any of $100,000 (unless otherwise agreed by its Subsidiaries, contingent or otherwise, incurred in the Issuing Lender) and ordinary course of business, (iii) expire no on a date not later than the earlier of (x) Termination Date and that is otherwise satisfactory to the first anniversary of its date of issuance Issuing Lender and (yiv) the date that is five (5) Business Days prior be subject to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for Uniform Customs and/or ISP 98, as set forth in the renewal thereof for additional one-year periods (Application or a longer period if agreed to as determined by the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) above)and, unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Daysnot inconsistent therewith, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) Missouri. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. (c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement ------------- and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby at the request of the Borrower letters of credit (each a “Letters Letter of Credit”) for the account of the Borrower any Group Member on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that (i) the Borrower shall not request, and no Issuing Lender shall have no obligation be required to issue or cause to be issued issue, any Letter of Credit if, if after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies issued by such Issuing Lender plus (y) the outstanding amount of all Letters of Credit issued by such Issuing Lender other than those denominated in Optional Currencies would exceed such Issuing Lender’s L/C Obligations Commitment then in effect, (B) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the outstanding amount of all Letters of Credit other than those denominated in Optional Currencies would exceed the L/C 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 would be less than zeroaccount of any other Group Member. Each Letter of Credit shall (ix) be denominated in Dollarsan L/C currencyDollars or, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise if agreed by the applicable Issuing Lender) , any Optional Currency and (iiiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is five one year after the date of issuance of such Letter of Credit and (5B) Business Days thirty (30) days prior to the Revolving Termination DateDate then in effect; provided provided, that any Letter of Credit with a one-year term tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in foregoing clause (y) aboveB). If agreed by an Issuing Lender, unless the Letters of Credit issued by such Issuing Lender elects, may have an expiration date that exceeds one year (but in its sole discretion, all events expires no later than thirty (30) days prior to the Termination Date then in effect); provided that the Borrower shall not to extend for request the issuance of any such additional period; provided, further, that (i) any Letter of Credit that expires after if the Revolving Termination Date shall be Cash Collateralized aggregate face amount of all such Letters of Credit outstanding on the date of such request and (ii) giving effect to the extent that the L/C Obligations proposed issuance would exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter Dollar Equivalent 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)$3,000,000. (b) The An Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower or the Subsidiaries listed on Schedule 3.1 (as such schedule may be updated from time to time to the satisfaction of the Issuing Lender), and to amend or extend Letters of Credit previously issued by it, on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currency, Dollars and (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any Date unless such Letter of Credit shall be cash collateralized or otherwise credit supported to the reasonable satisfaction of the Administrative Agent and the Issuing Lender. Any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall 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, provided further, that (i) in the event any such Letter of Credit that expires after is renewed beyond the Revolving Termination Date shall be Cash Collateralized and date referred to in clause (iiy) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Daysabove, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by laws cash collateralized or otherwise credit supported to the reasonable satisfaction of the State of New York (unless Administrative Agent and the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98). (b) The Issuing Lender shall not at any time be obligated to issue or amend any Letter of Credit hereunder if such issuance or amendment would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderBank, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a2.23(c), agrees to issue documentary or standby letters of credit (“Letters of Credit”) denominated in a Permitted Currency for the account of the Borrower on any Business Day during from the Closing Date through but not including the date which is five (5) Business Days prior to the Revolving Availability Period Maturity Date in such form as may be approved from time to time by the Issuing LenderBank and the Administrative Agent; provided provided, that the Issuing Lender Bank shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, based upon the Equivalent Dollar Amount of all outstanding Revolving Loans and L/C Obligations, (ia) the L/C Obligations would exceed the lesser of (i) the L/C Commitment or (ii) the aggregate Revolving Commitment less the amount of all outstanding Revolving Loans, Swingline Loans and Competitive Bid Loans or (b) the Available unused portion of the Revolving Commitments Commitment of any Lender would be less than zero. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencya Permitted Currency in a minimum amount of $100,000, or such lesser amounts as may be agreed to by the Issuing Bank, (or the Alternative Currency Amount thereof with respect to any Alternative Currency Letter of Credit), (ii) have be a face amount standby letter of at least credit issued to support obligations of the Dollar Amount Borrower or any of $100,000 (unless otherwise agreed by its Restricted Subsidiaries, contingent or otherwise, incurred in the Issuing Lender) ordinary course of business, and (iii) expire on a date satisfactory to the Issuing Bank and the Administrative Agent, which date shall be no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Maturity Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any Letters of Credit (including any Existing Letters of Credit), unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Borrower may request that any Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower (or for the account of the Borrower and one or more of its Restricted Subsidiaries) denominated in Dollars on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided provided, that the no Issuing Lender shall have no obligation be required to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Commitments would be less than zerozero or (iii) unless such Issuing Lender otherwise consents, the L/C Obligations with respect to Letters of Credit issued by any Issuing Lender would exceed the Issuing Lender Commitment of such Issuing Lender. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currency, Dollars and (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Maturity Date; provided provided, that any Letter of Credit with a one-tenor of one year term or less may provide for the automatic renewal thereof for additional one-periods of one year periods or less (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above, subject to the penultimate sentence of this Section 3.1(a)) so long as such Letter of Credit permits the applicable Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an automatic renewal Letter of Credit has been issued, unless the Revolving Lenders shall be deemed to have authorized the Issuing Lender elects, to permit the extension of such Letter of Credit at any time to an expiry date not later than the date referred to in its sole discretion, not to extend for any such additional periodclause (y) above; provided, furtherhowever, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon not permit any such extension if it has received written request return notice on or before the day that is seven Business Days before the Non-Extension Notice Date from any Lender or the Administrative Agent that a Default or Event of Default has occurred and is continuing directing the Issuing Lender not to permit such Cash Collateral extension. Notwithstanding anything else herein to the Borrower contrary, if agreed by the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each applicable Issuing Lender, a Letter of Credit may extend up to one year beyond the Revolving Maturity Date; provided, that the Borrower shall be governed by laws deliver cash collateral to the applicable Issuing Lender in an amount equal to 103% of the State face amount of New York such Letter of Credit no later than ninety-one (unless 91) days prior to the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98)Revolving Maturity Date. (b) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaw or would violate such Issuing Lender’s internal policies or procedures. Notwithstanding anything herein to the contrary, no Issuing Lender shall have an obligation hereunder to issue any Letter of Credit the proceeds of which would be made to any Person (i) to fund any prohibited activity or business of or with any Sanctioned Person, or in any country or territory, that at the time of such funding is the subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement. (c) Notwithstanding that a Letter of Credit issued or outstanding hereunder supports any obligations of, or is for the account of, a Restricted Subsidiary, or states that a Restricted Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any rights of the Issuing Lender (whether arising by contract, at law, in equity or otherwise) against such Restricted Subsidiary in respect of such Letter of Credit, the Borrower (i) shall reimburse, indemnify and compensate the Issuing Lender hereunder for all obligations in respect of such Letter of Credit (including to reimburse any and all drawings thereunder), as if such Letter of Credit had been issued solely for the account of the Borrower and (ii) the Borrower irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Restricted Subsidiary in respect of such Letter of Credit. The Borrower hereby acknowledges that the issuance of such Letters of Credit for its Restricted Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Restricted Subsidiaries.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the Issuing Lender Commitment of such Issuing Lender (it being understood and agreed that, subject to the foregoing clause (i) and the following clause (iii), any Issuing Lender may, in its sole discretion, issue Letters of Credit in excess of its Issuing Lender Commitment as separately agreed with the Borrower and notified to the Administrative Agent) or (iiiii) the aggregate amount of the Available Revolving Commitments would be less than zero. The Borrower may, at any time and from time to time, reduce or increase the Issuing Lender Commitment of any Issuing Lender with the consent of such Issuing Lender; provided that the Borrower shall not reduce the Issuing Lender Commitment of any Issuing Lender if, after giving effect of such reduction, the conditions set forth in clauses (i) through (iii) above shall not be satisfied. Each Letter of Credit shall (i1) be denominated in Dollarsan L/C currency, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) Dollars and (iii2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) unless Cash Collateralized in an amount equal to 103% of the face amount of such Letter of Credit (and it being understood and agreed that (A) any Letter of Credit will not be issued for longer than one year past the Revolving Termination Date or be renewable thereafter without the consent of the applicable Issuing Lender and (B) the obligations of the L/C Participants under Section 3.4 shall not continue after the Revolving Termination Date with respect to any Letter of Credit that expires after the Revolving Termination Date), the date that is five thirty (530) Business Days days prior to the Revolving Termination Date; , provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall 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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderBank, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a2.23(c), agrees to issue documentary or standby letters of credit (“Letters of Credit”) denominated in a Permitted Currency for the account of the Borrower on any Business Day during from the Closing Date through but not including the date which is five (5) Business Days prior to the Revolving Availability Period Maturity Date in such form as may be approved from time to time by the Issuing LenderBank and the Agent; provided provided, that the Issuing Lender Bank shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, based upon the Equivalent Dollar Amount of all outstanding Revolving Loans and L/C Obligations, (ia) the L/C Obligations would exceed the lesser of (i) the L/C Commitment or (ii) the aggregate Revolving Commitment less the amount of all outstanding Revolving Loans, Swingline Loans and Competitive Bid Loans or (b) the Available unused portion of the Revolving Commitments Commitment of any Lender would be less than zero. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencya Permitted Currency in a minimum amount of $100,000, or such lesser amounts as may be agreed to by the Issuing Bank, (or the Alternative Currency Amount thereof with respect to any Alternative Currency Letter of Credit), (ii) have be a face amount standby letter of at least credit issued to support obligations of the Dollar Amount Borrower or any of $100,000 (unless otherwise agreed by its Restricted Subsidiaries, contingent or otherwise, incurred in the Issuing Lender) ordinary course of business, and (iii) expire on a date satisfactory to the Issuing Bank and the Agent, which date shall be no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Maturity Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (which may be commercial or standby) providing for the payment of cash upon the honoring of a presentation thereunder and shall include the Existing Letters of Credit (“Letters of Credit”) for the account of the Borrower or any of its Restricted Subsidiaries on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to not issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the Issuing Lender’s L/C Commitment would exceed such Issuing Lender’s L/C Commitment set forth on Schedule 3.1, (ii) the L/C Obligations would exceed the aggregate L/C Commitment Commitments or (iiiii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (iA) be denominated in Dollarsan L/C currency, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) Dollars and (iiiB) expire no later than the earlier of (x1) the first anniversary of its date of issuance and (y2) the date that is five (5) Business Days prior to the Revolving Termination Date; , provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y2) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (ii) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally, (iii) Section 2.23(e) applies or (iv) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense (for which the Issuing Lender is not otherwise compensated hereunder) which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it.

L/C Commitment. (a) Subject to the terms and conditions hereof, -------------- the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby and trade letters of credit (“the "Letters of Credit”") for the account of the Borrower on any Business Day during from the Closing Date to but excluding the Revolving Availability Period Credit Termination Date in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to not issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C lesser of (i) the Aggregate Revolving Credit Commitment or less the sum of all outstanding Revolving Credit Loans, all outstanding Swingline Loans and all outstanding Competitive Bid Loans and (ii) the aggregate amount of the Available Revolving Commitments would be less than zeroL/C Commitment. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars in a minimum amount of $500,000, (ii) have be a face amount standby or trade letter of at least credit issued to support obligations of the Dollar Amount Borrower or any of $100,000 (unless otherwise agreed by its Subsidiaries, contingent or otherwise, incurred in the Issuing Lender) and ordinary course of business or to support the obligations of other Persons to which the Borrower or a Subsidiary provides credit support in the ordinary course of its business, (iii) expire on a date no later than the earlier of (x) the first anniversary of its date of issuance Revolving Credit Termination Date and (yiv) the date that is five (5) Business Days prior be subject to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (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)Uniform Customs and, unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Daysnot inconsistent therewith, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by laws of the State Commonwealth 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). (b) Virginia. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), Lender agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower any Group Member on any Business Day during the Revolving Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, either (ix) the L/C Obligations Exposure would exceed the Total L/C Commitment Commitments or (iiy) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars or, in the sole discretion of the Issuing Lender with respect to any particular Letter of Credit, a Foreign Currency, and (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Letter of 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 (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above). For the avoidance of doubt, unless no commercial letters of credit shall be issued by the Issuing Lender electsto any Person under this Agreement. For purposes of this Agreement, in its sole discretion, not to extend for any such additional period; provided, further, that (i) the stated amount of any Letter of Credit that expires after the Revolving Termination Date issued in a Foreign Currency shall be Cash Collateralized and (ii) converted into Dollars from time to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that time by the Issuing Lender shall promptly and upon written request return any drawing under such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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)Credit. (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount of less than $50,000 (or, with respect to the two (2) Letters of Credit in favor of CNB outstanding on the Closing Date, the respective stated amounts of such Letters of Credit); or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a4.4(a), agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the any Borrower on any Business Day during the Revolving Availability Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i1) the L/C Obligations would exceed the L/C Commitment or (ii2) the aggregate amount of the Available Revolving RC Commitments would be less than zero. . (b) Each Letter of Credit shall shall: (i1) be denominated in Dollarsan L/C currencyDollars and shall be either (A) a standby letter of credit issued to support obligations of any or all of the Borrowers, (ii) have contingent or otherwise, in respect of insurance obligations, to ▇▇▇▇▇▇▇'▇ compensation board or similar Governmental Authority for ▇▇▇▇▇▇▇'▇ compensation liabilities of a face amount Borrower, for general corporate purposes in the ordinary course of at least the Dollar Amount of $100,000 (unless otherwise agreed business and for such other purposes as may be approved by the Issuing LenderLender and the Administrative Agent (such consent not to be unreasonably withheld) and (iiia "Standby Letter of Credit"), or (B) a commercial letter of credit issued in respect of the purchase of goods or services by the Borrowers in the ordinary course of business (a "Commercial Letter of Credit"); and (2) expire no later than the earlier of (xi) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) 364 days from the date of issuance (subject to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess renewal). (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). c) Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State 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)relevant origin. (bd) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby at the request of the Borrower letters of credit (each a “Letters Letter of Credit”) for the account of the Borrower any Group Member on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that (i) the Borrower shall not request, and no Issuing Lender shall have no obligation be required to issue or cause to be issued issue, any Letter of Credit if, if after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies issued by such Issuing Lender plus (y) the outstanding amount of all Letters of Credit issued by such Issuing Lender other than those denominated in Optional Currencies would exceed such Issuing Lender’s L/C Obligations Commitment then in effect, (B) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the outstanding amount of all Letters of Credit other than those denominated in Optional Currencies would exceed the L/C 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 would be less than zeroaccount of any other Group Member. Each Letter of Credit shall (ix) be denominated in Dollarsan L/C currencyDollars or, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise if agreed by the applicable Issuing Lender) , any Optional Currency and (iiiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is five one year after the date of issuance of such Letter of Credit and (5B) Business Days thirty (30) days prior to the Revolving Termination DateDate then in effect; provided provided, that any Letter of Credit with a one-year term tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in foregoing clause (y) aboveB). If agreed by an Issuing Lender, unless the Letters of Credit issued by such Issuing Lender elects, may have an expiration date that exceeds one year (but in its sole discretion, all events expires no later than thirty (30) days prior to the Termination Date then in effect); provided that the Borrower shall not to extend for request the issuance of any such additional period; provided, further, that (i) any Letter of Credit that expires after if the Revolving Termination Date shall be Cash Collateralized aggregate face amount of all such Letters of Credit outstanding on the date of such request and (ii) giving effect to the extent that the L/C Obligations proposed issuance would exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter Dollar Equivalent 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)$5,000,000. (b) The An Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary (or standby cause its Applicable Lending Office to issue) letters of credit and, with the consent of such Issuing Lender, letters of guarantee (each a “Letters Letter of Credit”) under the Domestic Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Availability Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderpurpose thereof; provided provided, that the (i) no Applicable Account Party shall request, and no Issuing Lender shall have no obligation be required to issue (or cause its Applicable Lending Office to be issued issue), any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Obligations Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C Commitment Sublimit then in effect, (C) the Total Consolidated GMF Exposure would exceed $2 billion or (D) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Total Domestic Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total Domestic Commitments then in effect and (ii) the aggregate amount Company shall be jointly and severally liable with respect to each Letter of Credit issued for the Available Revolving Commitments would be less account of an Applicable Account Party (other than zerothe Company). Each Letter of Credit shall (ix) be denominated in Dollarsan L/C currency, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) Dollars or any Optional Currency and (iiiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is one year after the date of issuance of such Letter of Credit and (B) five (5) Business Days prior to the Revolving Termination DateDate of such Issuing Lender then in effect; provided provided, that any Letter of Credit with a one-year term or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal extend beyond the date referred to in foregoing clause (B), unless and to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) or (2) continue past such date referred to in the foregoing clause (B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender; provided, further, that, upon request of the Company and with the consent of the relevant Issuing Lender, a Letter of Credit may have a tenor of longer than one year so long as such Letter of Credit does not extend beyond the date referred to in clause (yB) above (or, to the extent such Letter of Credit does extend beyond such date, it is in compliance with the parenthetical in clause (1) above). Any such Collateralization of a Letter of Credit provided by a Loan Party or Applicable Account Party, unless as applicable, with respect to a Letter of Credit, together with accrued interest or earnings thereon, shall be terminated and (to the Issuing Lender electsextent not applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, in its sole discretionas applicable, not to extend for as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any such additional periodamount drawn thereunder; provided, furtherthat, that (i) any Letter of Credit that expires after so long as such 100% margin is maintained, the Revolving Termination Date accrued interest or earnings on such Collateralization shall be Cash Collateralized and (ii) released to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business DaysLoan Party or Applicable Account Party, the Borrower shall promptlyas applicable, but in at any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly time and from time to time upon written its request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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)therefor. (b) The No Issuing Lender shall not at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the -------------- Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(asubsection 3.4(a), agrees to issue documentary or standby letters of credit (“"Letters of ----------- Credit”") for the account of the Borrower on any Business Day during the Revolving Availability ------ Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to -------- issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the Total Aggregate Outstandings would exceed the lesser of (x) the aggregate amount of Commitments and (y) the Available Revolving Commitments would be less than zeroBorrowing Base then in effect. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars and shall be either (x) a standby letter of credit issued to support obligations of the Borrower or any of its Additional Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Additional Subsidiaries incurred in the ordinary course of business (the "Standby Letters of Credit"), or (y) a ------------------------- commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Additional Subsidiaries in the ordinary course of business (the "Commercial Letters of Credit"), (ii) have a face amount of at least expire no later than five ---------------------------- Business Days prior to the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) Termination Date, and (iii) expire no later than the earlier of (x) the first anniversary of 365 days after its date of issuance and issuance. (yb) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the 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)York. (bc) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Lenders Committed Note Purchasers set forth in Section 3.10(a)Sections 2.08 and 2.09, agrees to issue documentary or provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower Co-Issuers on any Business Day during the Revolving Availability Period period commencing on the Series 2012-1 Closing Date and ending on the date that is ten Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided that the Issuing Lender L/C Provider shall have no obligation or right to issue or cause to be issued provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of Series 2012-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments would be less than zeroSeries 2012-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollarsan L/C currencyDollars, (iiy) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing LenderL/C Provider) and (iiiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five (5) ten Business Days prior to the Revolving Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-periods, each individually not to exceed one year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (yRequired Expiration Date) above), unless the Issuing Lender electsL/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in its sole discretion, such Letter of Credit) that such Letter of Credit shall not to extend for any such additional periodbe renewed; provided, further, provided further that (i) any Letter of Credit may have an expiration date that expires after is later than the Revolving Termination Required Expiration Date shall be Cash Collateralized 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 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 (iiy) other than with respect to the extent that Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Obligations exceed Provider in its sole and absolute discretion have been made with the L/C Commitment for more than three consecutive Business DaysProvider (and, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to 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 ten consecutive Business Days). Each the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, as the beneficiary thereof; (2) allow the Control Party on behalf of the Trustee 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 governed by laws of paid directly into the State of New York (unless Senior Notes Interest Reserve Account or the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under Senior Subordinated Notes Interest Reserve Account, as applicable. The International Standby Practices (ISP98). (b) The Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any applicable Requirement of LawLaw or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the initial Series 2012-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2012-1 Closing Date. Such initial Series 2012-1 Class A-1 L/C Note shall be dated the Series 2012-1 Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2012-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2012-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2012-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2012-1 Class A-1 L/C Note and shall be deemed to be Series 2012-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2012-1 Supplement, the outstanding principal amount evidenced by the Series 2012-1 Class A-1 L/C Note may be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Co-Issuers may (or shall cause the Manager on their behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider, which, for the L/C Issuing Bank as of the Closing Date, shall be in the form of Exhibit A-2 hereto), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2012-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2012-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2012-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2012-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Co-Issuers shall jointly and severally pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2012-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2012-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) In addition, the Co-Issuers shall jointly and severally pay to or reimburse the L/C Provider for the account of the applicable L/C Issuing Bank the L/C Fronting Fees (as defined in the Series 2012-1 Class A-1 VFN Fee Letter, the “L/C Fronting Fees”) in accordance with the terms of the Series 2012-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (g) The Co-Issuers may, upon three Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself if the L/C Issuing Bank Rating Test is satisfied with respect to the L/C Provider and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to the L/C Provider and the issuance of such Letter of Credit, a Person selected by (at the expense of) Brand Holdings II shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider in its capacity as the issuer of such Letter of Credit or such other Person selected by (at the expense of) Brand Holdings II being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “P-1” from ▇▇▇▇▇’▇ and “A-1” from S&P and (ii) a long-term unsecured debt rating of not less than “Baa1” from ▇▇▇▇▇’▇ or “BBB+” from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary of such proposed Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereofof this Agreement, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.04(a), agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during from the Revolving Availability Period Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the Available Revolving Commitments aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would be less than zero. exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base. (b) Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars in a minimum amount of $100,000, (ii) have be a face amount standby letter of at least credit issued to support obligations of the Dollar Amount Borrower or any of $100,000 (unless otherwise agreed by its Subsidiaries, contingent or otherwise, incurred in the Issuing Lender) and ordinary course of business, (iii) expire no on a date not later than the earlier of (x) Termination Date and that is otherwise satisfactory to the first anniversary of its date of issuance Issuing Lender and (yiv) the date that is five (5) Business Days prior be subject to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for Uniform Customs and/or ISP 98, as set forth in the renewal thereof for additional one-year periods (Application or a longer period if agreed to as determined by the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) above)and, unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Daysnot inconsistent therewith, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) Missouri. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. (c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and ------------- shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LenderBank, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a)subsection 3.9, agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Availability Credit Commitment Period in such form as may be approved from time to time by the such Issuing LenderBank; provided that the no Issuing Lender Bank shall have no any obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations at such time would exceed the L/C Commitment or Commitment, (ii) the Standby Letter of Credit Outstandings at such time would exceed $100,000,000, (iii) the Aggregate Revolving Credit Outstandings at such time would exceed the aggregate amount of the Available Revolving Credit Commitments at such time, (iv) in the case of Letters of Credit issued in currencies other than Dollars only, the L/C Obligations in respect of Letters of Credit issued in currencies other than Dollars would exceed the Foreign L/C Commitment Sublimit at such time or (v) in the case of Letters of Credit issued prior to the occurrence of a Collateral Release Event, the Aggregate Outstanding Extensions of Credit at such time would exceed the Borrowing Base at such time. Each Continuing Letter of Credit shall be less deemed to be issued under this Agreement on the Effective Date (to the extent such Continuing Letter of Credit has not been fully drawn or has not expired or been terminated as of the Effective Date) and shall be (x) a Letter of Credit for all purposes hereof (other than zero. subsection 3.7) and the other Loan Documents and (y) a Trade Letter of Credit or a Standby Letter of Credit, as applicable, for purposes of subsections 3.8(b) and 3.8(c), respectively. (b) Each Letter of Credit shall shall: (i) be denominated in Dollarsan Dollars or such other currency that as of the date of issuance thereof is in the reasonable judgment of the relevant Issuing Bank (which shall be binding on the L/C currencyParticipants) freely convertible or exchangeable into Dollars as the Borrower, the relevant Issuing Bank and the Administrative Agent may from time to time agree, and shall be either (A) a standby letter of credit issued to support obligations of the Borrower or a Subsidiary, contingent or otherwise (a "Standby Letter of Credit"), or (B) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Borrower and its Subsidiaries in the ordinary course of business (a "Trade Letter of Credit"), and (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Credit Termination Date; Date and (B) one year after the date of issuance thereof, provided that that, subject to clause (A) above, any Letter of Credit with a one-year term may provide for may, at the renewal request of the Applicant as set forth in the applicable Application, be automatically renewed on each anniversary of the issuance thereof for an additional one-period of one year periods (or 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 Bank which issued such Letter of Credit shall have given at least sixty days prior written notice to extend for any the Borrower and the beneficiary of such additional period; provided, further, that (i) any Letter of Credit that expires after such Letter of Credit will not be renewed, in which case such Letter of Credit may, at the Revolving Termination Date shall option of the Borrower, provide that the beneficiary of such Letter of Credit will be Cash Collateralized and (ii) entitled to draw on such Letter of Credit at any time during the thirty days prior to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess expiry thereof. (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). c) Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the 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)York. (bd) The No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other U.S.$ Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) Credit for the account of any Borrower (other than the Canadian Borrower) (or, if a Letter of Credit is for the account of a Subsidiary that is not a Borrower, jointly for the account of a Borrower and such Subsidiary) on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the (A) no Issuing Lender shall have no any obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero, (ii) in the case of a Letter of Credit to be issued in Euros, (x) the aggregate principal amount of all Revolving Loans made in Euros, together with all L/C Obligations in such currency, would exceed Euro 20,000,000 or (y) the aggregate L/C Obligations denominated in Euros would exceed Euro 5,000,000, and (B) Bank of America, N.A. shall have no obligation to issue any Letter of Credit other than the Existing Letters of Credit that shall remain outstanding until their respective expiration dates. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyU.S. Dollars or Euros, as selected by the applicable Borrower, and (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date; , provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall 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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) The Administrative Agent will determine the Dollar Equivalent amount of the L/C Obligations with respect to any Letter of Credit when issued, when drawn upon and unless the Administrative Agent has previously determined such Dollar Equivalent amount during such month, as of the last Business Day of each month.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a)Borrower contained herein, agrees to issue documentary or standby letters of credit (“Letters of Credit”) Credit for the account of the Borrower or any Subsidiary on any Business Day during the term of the Revolving Availability Period Credit Commitment in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to not issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, the conditions of Section 2.01(b) and (ic) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate not be satisfied; and provided, further, that no Letter of Credit shall be issued in a face amount of the Available Revolving Commitments would be less than zero. $75,000. (b) Each Letter of Credit shall (i) be denominated in Dollarsan L/C currency, Dollars; and (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than (x) with respect to Standby Letters of Credit, the earlier of (xA) the first anniversary of its Revolving Credit Termination Date and (B) 365 days after the issue date of issuance such Standby Letter of Credit, and (y) with respect to documentary Letters of Credit, the date that is five earlier of (5A) Business Days prior to the Revolving Credit Termination Date; provided that any Date and (B) 180 days after the issue date of such documentary Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods Credit. (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 (yc) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York (unless York, without giving effect to the conflicts of laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98)principles thereof. (bd) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (e) The responsibility of the Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit and otherwise comply with the Uniform Customs.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(asubsection 3.4(a), agrees to issue documentary or standby letters the Class G Letter of credit (“Credit and to issue Commercial Letters of Credit”) Credit and/or Standby Letters of Credit for the account of the Borrower and for the account of the Parent (but in no event shall the same Letter of Credit be issued for both the account of the Parent and the Borrower) (the Class G Letter of Credit, Commercial Letters of Credit and Standby Letters of Credit being, collectively, "Letters of Credit") on any Business Day during the Revolving Availability L/C Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue or cause to be issued (i) any Standby Letter of Credit if, after giving effect to such issuance, (iA) the L/C Obligations would exceed the L/C Commitment or (iiB) the aggregate amount Available Commitment of all the Available Revolving Commitments Lenders would be less than zero. zero or (ii) any Commercial Letter of Credit if, after giving effect to such issuance, (A) the L/C Obligations would exceed the L/C Commitment, (B) the Available Commitment of all the Lenders would be less than zero or (C) the L/C Obligations with respect to all Commercial Letters of Credit would exceed $3,000,000. (b) Each Letter of Credit shall shall: (i) be denominated in Dollarsan L/C currencyDollars and shall be either (A) the Class G Letter of Credit, (B) a standby letter of credit issued to support obligations of the Parent or any of its Subsidiaries, as the case may be, contingent or otherwise, to provide credit support for workers' compensation, other insurance programs and other corporate purposes, including to support Existing Letters of Credit (a "Standby Letter of Credit"), or (C) a commercial letter of credit issued in respect of the purchase of goods or services by the Parent or any of its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit"); (ii) have a face amount with respect to each Standby Letter of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) Credit, expire no later than the earlier of (xA) the first anniversary of 365 days after its date of issuance and or (yB) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any and (iii) with respect to each Commercial Letter of Credit with a one-year term may provide for Credit, expire no later than the renewal thereof for additional one-year periods earlier of (A) 360 days after its date of issuance or a longer period if agreed to by (B) the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause Termination Date. (yc) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the 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)York. (bd) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law; provided that each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of such a designation would permit such Lender not to conflict with, or cause such Lender not to exceed, any limits imposed by any Requirement of Law in connection with the issuance of any Letter of Credit and such designation would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. The Borrower may replace any Lender (but the Agents shall not have any obligation to identify or locate a replacement Lender) which, as a result of circumstances affecting such Lender, causes the Issuing Lender to no longer have an obligation to issue any such Letter of Credit with an Assignee who shall become a Lender hereunder pursuant to subsection 11.6(c). Notwithstanding the foregoing, no such replaced Lender shall be required to sell to such Assignee its Revolving Credit Loans at less than their par value.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderBank, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(asubsection 3.4(a), agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing LenderBank; provided that the Issuing Lender Bank shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (iissuance,(i) the L/C Obligations would exceed the L/C Commitment or (iiCommitment,(ii) the aggregate amount of the Available Revolving Commitments Commitment would be less than zero. , or (iii) the Aggregate Outstanding Extensions of Credit would exceed the Borrowing Limit. (b) Each Letter of Credit shall shall: (i) be denominated in Dollarsan L/C currencyDollars and shall be either (A) a standby letter of credit issued to support obligations of the Borrower, contingent or otherwise, in connection with the working capital and business needs of the Borrower in the ordinary course of business, including in connection with any acquisition permitted by Section 7.9(c) (a "Standby Letter of Credit"), or (B) a commercial letter of credit issued in respect of the purchase of goods or services by the Borrower and its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit") and (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods . (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 (yc) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the 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)York. (bd) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, -------------- the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(asubsection 4.4(a), agrees to issue documentary or standby letters of credit (“"Letters of Credit”") ----------------- for the account of the Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of -------- Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the Aggregate Outstandings of all Lenders would exceed the lesser of (x) the aggregate amount of Commitments and (y) the Available Revolving Commitments would be less than zeroBorrowing Base then in effect. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyCanadian Dollars and shall be either (x) a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business (a "Standby Letter of ----------------- Credit"), or (y) a commercial letter of credit in respect of the purchase of ------ goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit"), (ii) have a face amount of at least expire no later than --------------------------- the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) Termination Date, and (iii) expire no later than the earlier of (x) the first anniversary of 365 days after its date of issuance and issuance. (yb) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State Province of New York (unless Ontario and the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98)Canada applicable therein. (bc) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderBank, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), subsection 3.4(a) agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing LenderBank; provided PROVIDED that the Issuing Lender Bank shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i1) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii2) the aggregate amount of the Available Revolving Credit Commitments would be less than zero. zero or (3) the Aggregate Covered Outstanding Revolving Extensions of Credit at such time would exceed the Borrowing Base at such time. (b) Each Letter of Credit shall shall: (i1) be denominated in Dollarsan L/C currencyDollars and shall be either (A) a standby letter of credit issued to support obligations of the Borrower (a "STANDBY LETTER OF CREDIT"), or (iiB) have a face amount commercial letter of at least credit issued in respect of the Dollar Amount purchase of $100,000 (unless otherwise agreed goods or services by the Issuing LenderBorrower and its Subsidiaries in the ordinary course of business (a "COMMERCIAL LETTER OF CREDIT") and and (iii2) expire no later than the earlier of (xi) one year after the first anniversary of its date of issuance and (yii) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term tenor may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (yii) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that . (ic) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the 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)York. (bd) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderAdministrative Agent, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees agrees, in its sole discretion, to arrange for the Issuing Bank to issue documentary or standby letters of credit (“Letters of Credit”) Credit for the account of the Borrower Borrowers on any Business Day during from the Revolving Availability Period Closing Date through but not including five (5) Business Days prior to the Maturity Date in such form as may be approved from time to time by the such Issuing LenderBank; provided provided, that the Issuing Lender Administrative Agent shall have no obligation to issue or cause to be issued arrange for the issuance of any such Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment Commitment, (b) the aggregate principal amount of outstanding Revolving Credit Loans, plus any amounts remaining outstanding or (ii) unpaid with respect to the Pre-Petition Obligations, plus the aggregate amount of L/C Obligations would exceed the Available lesser of (x) the Revolving Commitments would be Credit Commitment and (y) the Borrowing Base Amount, or (c) following the occurrence of an L/C Collateral Event, the L/C Cash Collateral as reflected in the L/C Cash Collateral Account is less than zeroan amount equal to 105% of the L/C Obligations. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars in a minimum amount of $5,000, (ii) have be a face amount standby or commercial letter of at least credit issued to support obligations of any Credit Party, contingent or otherwise, incurred in the Dollar Amount ordinary course of $100,000 business (unless otherwise agreed by the Issuing Lender) including bid, performance, surety and similar bonds or obligations), (iii) expire on a date no more than six (6) months after the date of issuance or last renewal of such Letter of Credit (it being understood and agreed that such limitation shall not be construed to prohibit the issuance by such Issuing Bank of “evergreen” Letters of Credit providing for automatic extension for periods not exceeding one (1) month), which expiry date (including any such date that could automatically be extended pursuant to an “evergreen” provision contained in a Letter of Credit) shall be no later than the earlier of fifth (x) the first anniversary of its date of issuance and (y) the date that is five (55th) Business Days Day prior to the Revolving Termination date specified in clause (a) of the definition of the term “Maturity Date; provided that any ” and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (Application or a longer period if agreed to as determined by the such Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) above)Bank and, unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Daysnot inconsistent therewith, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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 York. The International Standby Practices (ISP98). (b) The Issuing Lender Administrative Agent shall not at any time be obligated to issue arrange for the issuance of any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation -------- to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount Available Commitment of the Available Revolving Commitments all Lenders would be less than zero. . (b) Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars, (ii) have be (x) a face amount standby letter of at least credit issued to support obligations of the Dollar Amount Borrower or any of $100,000 its Subsidiaries, contingent or otherwise, or to finance the working capital and business needs of the Borrower or any of its Subsidiaries in the ordinary course of business or (unless otherwise agreed y) a commercial letter of credit issued in respect of the purchase of goods or services by the Issuing Lender) Borrower and its Subsidiaries in the ordinary course of business and (iii) expire no later than the earlier of (x) the first anniversary date that is 12 months after the date of its date of issuance and (y) the date that is five (5) fifth Business Days Day prior to the Revolving Termination Date; provided that any -------- Letter of Credit with a onean expiration date occurring up to twelve months after such Letter of Credit's date of issuance may be automatically renewable for subsequent 12-year term may provide for the renewal thereof for additional one-year month periods (or a longer period if agreed to by the Issuing Lender but in no event shall any renewal period extend beyond later than 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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) fifth Business Day prior to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess Termination Date). (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). c) Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the 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)York. (bd) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower and the Co-Borrower, as the case may be, on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currency, Dollars or another Acceptable Currency and (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that (1) any Letter of Credit may have an expiry date later than the date referred to in clause (y) above if no later than the 30th day prior to the Revolving Termination Date (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 (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above)above (or, unless as long as the Issuing Lender electsrequirements under clause (1) are satisfied, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter the first anniversary of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business DaysDate). 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). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) The parties hereto agree that the Existing Letters of Credit will automatically, without any further action on the part of any Person, be deemed to be Letters of Credit hereunder issued hereunder on the Closing Date for the account of the Borrower. Without limiting the foregoing (i) each such Existing Letter of Credit shall be included in the calculation of the L/C Obligations, (ii) all liabilities of the Borrower and the other Loan Parties with respect to such Existing Letters of Credit shall constitute Obligations and (iii) each Lender shall have reimbursement obligations with respect to such Existing Letters of Credit as provided in Section 3.4.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Lenders Committed Note Purchasers set forth in Section 3.10(a)Sections 2.08 and 2.09, agrees to issue documentary or provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower Co-Issuers on any Business Day during the Revolving Availability Period period commencing on the Series 2012-1 Closing Date and ending on the date that is ten Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided that the Issuing Lender L/C Provider shall have no obligation or right to issue or cause to be issued provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of Series 2012-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments would be less than zeroSeries 2012-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollarsan L/C currencyDollars, (iiy) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing LenderL/C Provider) and (iiiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five (5) ten Business Days prior to the Revolving Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-periods, each individually not to exceed one year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (yRequired Expiration Date) above), unless the Issuing Lender electsL/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in its sole discretion, such Letter of Credit) that such Letter of Credit shall not to extend for any such additional periodbe renewed; provided, further, provided further that (i) any Letter of Credit may have an expiration date that expires after is later than the Revolving Termination Required Expiration Date shall be Cash Collateralized 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 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 (iiy) other than with respect to the extent that Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Obligations exceed Provider in its sole and absolute discretion have been made with the L/C Commitment for more than three consecutive Business DaysProvider (and, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to 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 ten consecutive Business Days). Each 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 governed by laws of paid directly into the State of New York (unless Senior Notes Interest Reserve Account or the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under Senior Subordinated Notes Interest Reserve Account, as applicable. The International Standby Practices (ISP98). (b) The Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any applicable Requirement of LawLaw or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the initial Series 2012-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2012-1 Closing Date. Such initial Series 2012-1 Class A-1 L/C Note shall be dated the Series 2012-1 Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2012-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2012-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2012-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2012-1 Class A-1 L/C Note and shall be deemed to be Series 2012-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2012-1 Supplement, the outstanding principal amount evidenced by the Series 2012-1 Class A-1 L/C Note may be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Co-Issuers may (or shall cause the Manager on their behalf to) from time to time request that the L/C Provider either (i) provide a new Letter of Credit or (ii) deem letters of credit in existence prior to the Series 2012-1 Closing Date with the Master Issuer as applicant thereunder and Barclays Bank PLC as the letter of credit provider thereunder to be Letters of Credit provided and issued by the L/C Provider hereunder (so long as such letter of credit would have been permitted to have been issued hereunder but for the date of its issuance) by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider, which, for the L/C Issuing Bank as of the Closing Date, shall be in the form of Exhibit A-2 hereto), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule V hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2012-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2012-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2012-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series (d) The Co-Issuers shall jointly and severally pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2012-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2012-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) In addition, the Co-Issuers shall jointly and severally pay to or reimburse the L/C Provider for the account of the applicable L/C Issuing Bank the L/C Fronting Fees (as defined in the Series 2012-1 Class A-1 VFN Fee Letter, the “L/C Fronting Fees”) in accordance with the terms of the Series 2012-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (g) The Co-Issuers may, upon three Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing LenderLender designated by it, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue documentary or standby letters of credit (a “Letters L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of Credit”credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be ▇▇▇▇▇ Fargo Bank) for the account of the Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that that, the Issuing Lender L/C Arranger shall have no obligation to issue or cause to be issued any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars, (ii) have a face amount of at least the Dollar Amount of $100,000 250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date; , provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall 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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) The Issuing Lender L/C Arranger shall not at any time be obligated to issue cause any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender Lender, Underlying Issuer, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during from the Closing Date through but not including the Revolving Availability Period Credit Termination Date in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, based upon the Dollar Amount of all outstanding Loans and L/C Obligations, (ia) the L/C Obligations would exceed the lesser of (i) the L/C Commitment or and (ii) the amount that is (x) the lesser of (A) the Aggregate Commitment and (B) the Borrowing Base less (y) the aggregate principal amount of all outstanding Swingline Loans, Revolving Credit Loans and Alternative Currency Loans or (b) the Available Revolving Commitments Commitment of any Lender would be less than zero. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars in a minimum amount of $100,000, (ii) have be a face amount standby letter of at least credit issued to support obligations of the Dollar Amount Borrower or any of $100,000 its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (unless otherwise agreed iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than ninety (90) days prior to the Revolving Credit Termination Date and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (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 electsand, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Daysnot inconsistent therewith, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Law.Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. ”

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit and, with the consent of such Issuing Lender, letters of guarantee (each a “Letters Letter of Credit”) under the Domestic Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Availability Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderpurpose thereof; provided provided, that the (i) no Applicable Account Party shall request, and no Issuing Lender shall have no obligation be required to issue or cause to be issued issue, any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender's L/C Obligations Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C Commitment Sublimit then in effect, (C) prior to the Collateral Release Date, the Dollar Equivalent of the then Outstanding Amount of Covered Debt would exceed the Borrowing Base at such date or (D) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Total Domestic Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total Domestic Commitments then in effect and (ii) the aggregate amount Company shall be jointly and severally liable with respect to each Letter of Credit issued for the Available Revolving Commitments would be less account of an Applicable Account Party (other than zerothe Company). Each Letter of Credit shall (ix) be denominated in Dollarsan L/C currency, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) Dollars or any Optional Currency and (iiiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is one year after the date of issuance of such Letter of Credit and (B) five (5) Business Days prior to the Revolving Termination DateDate of such Issuing Lender then in effect; provided provided, that any Letter of Credit with a one-year term or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in foregoing clause (y) aboveB), unless and to the Issuing Lender elects, in its sole discretion, not to extend for any extent that such additional period; provided, further, that (i) any Letter of Credit that expires after is Collateralized for the Revolving Termination Date shall be Cash Collateralized period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) or (ii2) 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 exceed Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize expiration or other termination of such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each 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 governed by laws of released to the State of New York (unless the laws of another jurisdiction is agreed Loan Party or Applicable Account Party, as applicable, at any time and from time to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98)time upon its request therefor. (b) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements agree ments of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary standby or standby direct pay letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during from the Closing Date through but not including the Revolving Availability Period Termination Date in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment or (iib) the aggregate amount Available Commitment of the Available Revolving Commitments any Lender would be less than zero. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars in a minimum amount of $1,000,000, (ii) have be a face amount standby or direct pay letter of at least credit issued to support obligations of the Dollar Amount Borrower or any of $100,000 its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business (unless otherwise agreed by the Issuing Lenderincluding without limitation in support of obligations in connection with Project Related Debt) and (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (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 (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (iiiv) be subject to the Uniform Customs and, to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Daysnot inconsistent therewith, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the Borrower Borrowers on a joint and several basis on any Business Day during from the Closing Date through but not including the Revolving Availability Period Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the sum of (A) the L/C Obligations at such time plus (B) the aggregate principal amount of all outstanding Revolving Credit Loans and Swingline Loans would exceed the Available Revolving Commitments would then applicable Borrowing Limit. If at any time the L/C Obligations exceed such permitted amount, the Borrowers shall furnish to the Administrative Agent cash collateral satisfactory to the Administrative Agent in an amount equal to such excess to be less than zero. applied in accordance with Section 12.2(b). (b) Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars in a minimum amount of $100,000, (ii) have be a face amount standby letter of at least credit issued to support obligations of the Dollar Amount Borrowers or any of $100,000 (unless otherwise agreed by their Subsidiaries, contingent or otherwise, incurred in the Issuing Lender) and ordinary course of business, (iii) expire on a date 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 three (y) the date that is five (53) Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (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 (i) any Letter of Credit that expires after the Revolving Termination Maturity Date shall be Cash Collateralized and (iiiv) be subject to the Uniform Customs and, to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Daysnot inconsistent therewith, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). 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). (b) North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any Existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(asubsection 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue documentary or standby letters of credit (collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, “Letters of Credit”) for the account of the a requesting Borrower on any Business Day during the Revolving Availability Credit Commitment Period in such form as may be approved from time to time by the such Issuing LenderBank; provided that the such Issuing Lender Bank shall not, and shall have no obligation to to, issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments Credit Commitment of all the Lenders would be less than zero. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars or in a Foreign Currency, (ii) have a provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at least the Dollar Amount time of issuance of any Letter of Credit) shall not exceed $100,000 20,000,000, and shall be either (unless x) a standby letter of credit issued to support obligations of the Company or its Subsidiaries, contingent or otherwise agreed for general corporate needs, or (y) a documentary letter of credit in respect of the purchase of goods or services by the Issuing Lender) Company or its Subsidiaries in the ordinary course of business and (iiiii) expire no later than the earlier of (x) one year from the first anniversary of its date of issuance and thereof or (y) the date that is five (5) Business Days business days prior to the Revolving Termination Date; , provided that any Letter of Credit with a one-year term tenor may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but periods, which shall 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 . (ib) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the 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)York. (bc) The No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Lenders Committed Note Purchasers set forth in Section 3.10(a)Sections 2.08 and 2.09, agrees to issue documentary or provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower any Co-Issuer or its designee on any Business Day during the Revolving Availability Period period commencing on the Series 2025-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided that the Issuing Lender L/C Provider shall have no obligation or right to issue or cause to be issued provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment Commitment, or (ii) the aggregate amount Series 2025-1 Class A-1 Notes Exposure Amount would exceed the Series 2025-1 Class A-1 Notes Maximum Principal Amount. Notwithstanding anything herein to the contrary, if a requested Letter of Credit would cause the Series 2025-1 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 “L/C Commitment Excess”), the Investor Groups shall effectuate a reallocation of the Available Revolving Commitments Series 2025-1 Class A-1 Outstanding Principal Amounts to the extent necessary so that, immediately after such requested Letter of Credit is issued, no L/C Commitment Excess would exist; provided that the Co-Issuers shall not be less than zeroliable for any Breakage Amounts resulting solely from any such reallocations. Each Letter of Credit shall (ix) be denominated in Dollarsan L/C currencyDollars, (iiy) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuing Lender) Co-Issuers and the L/C Provider and (iiiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (510) Business Days prior to the Revolving Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-periods, each individually not to exceed one year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (yRequired Expiration Date) above), unless the Issuing Lender electsL/C Provider notifies each beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in its sole discretion, such Letter of Credit) that such Letter of Credit shall not to extend for any such additional periodbe renewed; provided, further, that (i) any Letter of Credit may have an expiration date that expires after is later than the Revolving Termination Required Expiration Date shall be Cash Collateralized 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 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 (iiy) other than with respect to the extent that Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Obligations exceed the L/C Commitment for more than three consecutive Business DaysProvider (and, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) in its sole and absolute discretion have been made with the L/C Provider 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 ten consecutive Business Days). Each 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 governed by laws of paid directly into the State of New York (unless Senior Notes Interest Reserve Account or the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under Senior Subordinated Notes Interest Reserve Account, as applicable. The International Standby Practices (ISP98). (b) The Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any applicable Requirement of LawLaw or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the Series 2025-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2025-1 Closing Date; provided that, if such Note is an Uncertificated Note, the Trustee shall instead register it as described in Section 4.01(e) of the Series 2025-1 Supplement. Such Series 2025-1 Class A-1 L/C Note shall be dated the Series 2025-1 Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2025-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2025-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2025-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2025-1 Class A-1 L/C Note and shall be deemed to be Series 2025-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2025-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2025-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2025-1 Class A-1 L/C Note. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Co-Issuers may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider) (an “Application”), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. In addition, the letters of credit set forth in Schedule IV attached hereto shall be deemed to be Letters of Credit provided and issued by the L/C Provider indicated therein on the Series 2025-1 Closing Date (so long as such letter of credit would have been permitted to have been issued hereunder but for the date of its issuance). Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2025-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2025-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2025-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2025-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Co-Issuers shall pay to the L/C Provider the L/C Quarterly Fees (as defined in the Series 2025-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2025-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) [Reserved]. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (g) The Co-Issuers may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2025-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments; provided, further, that prior to any increase in the Swingline Commitment, the Co-Issuers and the Trustee will enter into an amendment to the Series 2025-1 Supplement permitting such L/C Commitment. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate, and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate, and the issuance of such Letter of Credit, a Person selected by the Co-Issuers (at the expense of the Co-Issuers) shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) or such other Person selected by the Co-Issuers (at the expense of the Co-Issuers), in each case in its capacity as the issuer of such Letter of Credit being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “A-2” (or then equivalent grade) from S&P and (ii) a long-term unsecured debt rating of not less than “BBB” (or then equivalent grade) from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary or beneficiaries of such proposed Letter of Credit. Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Co-Issuers in order to have any letter of credit issued by a Person selected by the Co-Issuers pursuant to this Section 2.07(h) or Section 5.17 of the Base Indenture be a “Letter of Credit” that has been issued hereunder and such Person selected by the Co-Issuers be an “L/C Issuing Bank”.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(asubsection 4.4(a), agrees to issue documentary or standby letters of credit (“"Letters of ---------- Credit”") for the account of the Borrower HCC on any Business Day during the Revolving Availability Commitment Period ------ in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of -------- Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Commitment. (a) Each Letter of Credit shall shall: (i) be denominated in Dollarsan L/C currencyDollars and shall be either (A) a standby letter of credit issued to support obligations of HCC or its Subsidiaries (a "Standby Letter of Credit"), or (B) a commercial letter of credit issued ------------------------ in respect of the purchase of goods or services by HCC and its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit") and --------------------------- (ii) have a face amount expire at or prior to the close of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than business on the earlier of (xi) the first anniversary of its date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (yii) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods . (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 (yb) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the 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)York. (bc) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower Borrowers on any Business Day during the Revolving Availability Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars or in a Designated Foreign Currency, (ii) have be either (A) a face amount standby letter of at least credit issued to support obligations of the Dollar Amount Company or a Subsidiary, contingent or otherwise or (B) a commercial letter of $100,000 (unless otherwise agreed credit issued in respect of the purchase of inventory or other goods or services by the Issuing LenderCompany or its Subsidiaries in the ordinary course of business (the letters of credit described in the preceding clauses (A) and (B), "Letters of Credit") and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five (5) Business Days prior to 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 (or a longer period if agreed to by the Issuing Lender but which shall 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 . (ib) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the 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)York. (bc) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(asubsection 3.4(a), agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Availability Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments Credit Commitment of all Revolving Credit Lenders would be less than zero. Each Letter of Credit issued pursuant to the Existing Credit Agreement shall, at all times on and after the Closing Date, be deemed to be a "Letter of Credit" for all purposes of this Agreement and the other Loan Documents. (b) Each Letter of Credit shall (i) be denominated in Dollarsan L/C currencyDollars, (ii) have be a face amount standby letter of at least credit issued to support obligations of the Dollar Amount Borrower or any of $100,000 (unless otherwise agreed by its Subsidiaries, contingent or otherwise, including Seller Notes and DirecTv Obligations, or to finance the Issuing Lender) working capital and business needs of the Borrower or any of its Subsidiaries in the ordinary course of business and (iii) expire no later than the earlier of (x) the first anniversary date that is 12 months after the date of its date of issuance and (y) the date that is five (5) fifth Business Days Day prior to the Revolving Termination DateJuly 31, 2003; provided that any Letter of Credit with a onean expiration date occurring up to twelve months after such Letter of Credit's date of issuance may be automatically renewable for subsequent 12-year term may provide for the renewal thereof for additional one-year month periods (or a longer period if agreed to by the Issuing Lender but in no event shall any renewal period extend beyond later than the date referred fifth Business Day prior to in clause (y) aboveJuly 31, 2003), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter the aggregate amount of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations outstanding at any time supporting DirecTv Obligations shall in no event exceed $10,000,000 and may be in the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral form of Exhibit J to the Borrower if the L/C Obligations are less than or equal Existing Credit Agreement; and provided, further, that notwithstanding anything to the L/C Commitment for ten consecutive Business Dayscontrary in this Agreement, (a) the Letter of Credit supporting the principal amount of the promissory note issued by Digital Television Services of Georgia, LLC, a Georgia limited liability company and a wholly owned subsidiary of Management ("DTS Georgia"). , to Washington Electric Membership Corporation, as more fully described on Schedule 8.4(o), shall expire on January 15, 2001 and (b) the Letter of Credit supporting the principal amount of the $9,427,984 original principal amount promissory note issued by DTS Georgia to Mitc▇▇▇▇ ▇▇▇ctric Membership Corporation on the date hereof shall expire on January 15, 2001. (c) Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the 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)York. (bd) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Lenders Committed Note Purchasers set forth in Section 3.10(a)Sections 2.08 and 2.09, agrees to issue documentary or provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) ), for the account of the Borrower Master Issuer or its designee on any Business Day during the Revolving Availability Period period commencing on the Series 2022-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided that the Issuing Lender L/C Provider shall have no obligation or right to issue or cause to be issued provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, or, (ii) the aggregate amount of Series 2022-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments would be less than zeroSeries 2022-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollarsan L/C currencyDollars, (iiy) have a face amount of at least the Dollar Amount of $100,000 25,000 or, if less than $25,000 (unless otherwise agreed by the Issuing Lender) L/C Provider), shall bear a reasonable administrative fee to be agreed upon by the Master Issuer and the L/C Provider and (iiiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (510) Business Days prior to the Revolving Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-year periods periods, each individually not to exceed twelve (or a longer period if agreed to by the Issuing Lender but 12) months (which shall in no event shall any renewal period extend beyond the date referred to in clause (yRequired Expiration Date) above), unless the Issuing Lender electsL/C Provider notifies each beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in its sole discretion, such Letter of Credit) that such Letter of Credit shall not to extend for any such additional periodbe renewed; provided, further, provided further that (i) any Letter of Credit may have an expiration date that expires after is later than the Revolving Termination Required Expiration Date shall be Cash Collateralized 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 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 (iiy) other than with respect to the extent that Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Obligations exceed Provider in its sole and absolute discretion have been made with the L/C Commitment for more than three consecutive Business DaysProvider (and, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to Provider is not the L/C Commitment for ten consecutive Business Days). Each 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 governed by laws deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under Commitment Termination Date. The International Standby Practices (ISP98). (b) The Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any applicable Requirement of LawLaw or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2022-1 Class A-1 L/C Notes, which the Master Issuer shall deliver to the L/C Provider on the Series 2022-1 Closing Date; provided that, if such Series 2022-1 Class A-1 L/C Note is an Uncertificated Note, the Trustee shall instead register it as described in Section 4.1(e) of the Series 2022-1 Supplement. Such Series 2022-1 Class A-1 L/C Note shall be dated the Series 2022-1 Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2022-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (unless it is an Uncertificated Note) shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2022-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2022-1 Class A-1 L/C Note and shall be deemed to be Series 2022-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2022-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider) (an “Application”), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration date of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2022-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2022-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2022-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Master Issuer shall pay to the L/C Provider the L/C Quarterly Fees (as defined in the Series 2022-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2022-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) [Reserved]. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (g) The Master Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2022-1 Class A-1 Note Advances and the L/C Commitment does not exceed the aggregate amount of the Commitments. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate, and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate, and the issuance of such Letter of Credit, a Person selected by the Master Issuer (at the expense of the L/C Provider) shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) or such other Person selected by the Master Issuer (at the expense of the L/C Provider), in each case in its capacity as the issuer of such Letter of Credit being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “A-2” (or then equivalent grade) from S&P and (ii) a long-term unsecured debt rating of not less than “BBB” (or then equivalent grade) from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary or beneficiaries of such proposed Letter of Credit. Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Master Issuer in order to have any letter of credit issued by a Person selected by the Master Issuer pursuant to this Section 2.07(h) or Section 5.19 of the Base Indenture be a “Letter of Credit” that has been issued hereunder and such Person selected by the Master Issuer be an “L/C Issuing Bank”. If any Letter of Credit issued by an L/C Provider hereunder in favor of an insurance or other similar provider to any Non-Securitization Entity or Securitization Entity no longer satisfies such provider’s criteria for an eligible or otherwise conforming letter of credit for its particular purpose, the Master Issuer may select an alternative Person to issue a replacement for such Letter of Credit; provided that such Person and issuance of such replacement Letter of Credit satisfies the L/C Issuing Bank Rating Test, and such L/C Provider shall reasonably cooperate with the Master Issuer in connection with the termination and replacement of such Letter of Credit.