Common use of L/C Commitment Clause in Contracts

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

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

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

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

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

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit and, with the consent of such Issuing Lender, letters of guarantee ("Letters each a “Letter of Credit"”) under the Domestic Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Credit Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderpurpose thereof; provided provided, that the (i) no Applicable Account Party shall request, and no Issuing Lender shall have no obligation be required to issue issue, any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (xA) 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 Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C Obligations 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 Revolving Borrowing Base at such date or (D) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit Commitment or denominated in Optional Currencies plus (y) the Available Commitment then Outstanding Amount of the 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 Company shall be jointly and severally liable with respect to Revolving each Letter of Credit Loans issued for the account of all Revolving an Applicable Account Party (other than the Company). Each Letter of Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding would be less than zero. (b) Each Domestic L/C shall (ix) be denominated in Dollars, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower Dollars or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods Optional Currency and (iiiy) expire no later than the fifth earlier of (A) the date that is one year after the date of issuance of such Letter of Credit and (B) five Business Day Days prior to the Termination Date. Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year or shorter tenor may (c1) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit provide for the purchase of goodssubsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (B), unless and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, of (x) extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) or (y2) continue past such date referred to in the Reimbursement Amount foregoing clause (as defined in Subsection 3.5(a))B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender. Any such Collateralization of a Letter of Credit provided by a Loan Party or Applicable Account Party, as applicable. (d) Each , with respect to a Letter of Credit Credit, together with accrued interest or earnings thereon, shall be subject to the Uniform Customs and, terminated and (to the extent not inconsistent therewith, Domestic applied to satisfy L/Cs C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall also be subject released to the laws of the State of New YorkLoan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor. (eb) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or any policies of the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide such Letter of Credit in the applicable Alternative CurrencyLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the Revolving Credit L/C Tranche Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit and bank guarantees ("Letters each a “Letter of Credit"”) under the L/C Tranche Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Credit Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderpurpose thereof; provided provided, that the (i) no Applicable Account Party shall request, and no Issuing Lender shall have no obligation be required to issue issue, any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender's L/C Issuing Commitment then in effect, (B) the Total L/C Tranche Extensions of Credit would exceed the Total L/C Tranche Commitment then in effect, (C) prior to the Collateral Release Date, the Dollar Equivalent of the then Outstanding Amount of Covered Debt would exceed the Borrowing Base at such date, (D) the Total Consolidated GMF Exposure would exceed $4 billion or (E) the sum of (x) 105% of the L/C Obligations would exceed the Revolving Dollar Equivalent of Letters of Credit Commitment or denominated in Optional Currencies plus (y) the Available Commitment then Outstanding Amount of the Total L/C Tranche Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total L/C Tranche Commitments then in effect and (ii) the Company shall be jointly and severally liable with respect to Revolving each Letter of Credit Loans issued for the account of all Revolving an Applicable Account Party (other than the Company). Each Letter of Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding would be less than zero. (b) Each Domestic L/C shall (ix) be denominated in Dollars, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower Dollars or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods Optional Currency and (iiiy) expire no later than the fifth earlier of (A) the date that is one year after the date of 509265-1725-11432-13209999 issuance of such Letter of Credit and (B) five Business Day Days prior to the Termination Date. Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year or shorter tenor may (c1) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit provide for the purchase of goodssubsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (B), unless and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, of (x) extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) or (y2) continue past such date referred to in the Reimbursement Amount foregoing clause (as defined in Subsection 3.5(a))B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender. Any such Collateralization of a Letter of Credit provided by a Loan Party or Applicable Account Party, as applicable. (d) Each , with respect to a Letter of Credit Credit, together with accrued interest or earnings thereon, shall be subject to the Uniform Customs and, terminated and (to the extent not inconsistent therewith, Domestic applied to satisfy L/Cs C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall also be subject released to the laws of the State of New YorkLoan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor. (eb) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or any policies of the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide such Letter of Credit in the applicable Alternative CurrencyLaw.

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

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing LenderLender designated by it, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(aSection 3.10(a), agrees to issue letters of credit ("Letters a “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 Credit 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 cause any Letter of Credit to be issued if, after giving effect to such issuance, (xi) the L/C Obligations would exceed the Revolving Credit L/C Commitment or (yii) the Available Commitment with respect to Revolving Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding Available Revolving Commitments would be less than zero. (b) . Each Domestic L/C Letter of Credit shall (i) be denominated in Dollars, (ii) be have a Performance face amount of at least $250,000 (unless otherwise agreed by the L/C or a Financial L/C issued to support obligations of Arranger and the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods Issuing Lender) and (iii) expire no later than the fifth Business Day prior to the Termination Date. (c) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, earlier of (x) such Letter the first anniversary of Credit or its date of issuance and (y) the Reimbursement Amount date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (as defined which shall in Subsection 3.5(ano event extend beyond the date referred to in clause (y) above)), as applicable. (db) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, Domestic The L/Cs shall also be subject to the laws of the State of New York. (e) The Issuing Lender C Arranger shall not at any time be obligated to issue cause any Letter of Credit to be issued hereunder if (i) 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 or any policies of the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide such Letter of Credit in the applicable Alternative CurrencyLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LenderBank, in reliance on the agreements of the Revolving Credit other Lenders set forth in subsection 3.4(a3.9(a), agrees to issue letters of credit ("Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the such Issuing LenderBank; provided that the no Issuing Lender Bank shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the L/C Obligations at such time would exceed the L/C 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 Revolving Credit Commitments at such time, (iv) in the case of Letters of Credit issued in currencies other than Dollars only, the L/C Obligations in respect of Letters of Credit issued in currencies other than Dollars would exceed the Foreign L/C Commitment Sublimit at such time or (v) the Aggregate Outstanding Extensions of Credit at such time would exceed (x) the Borrowing Base at such time or (y) if applicable, the Available Commitment with respect to Revolving Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding would be less than zeroInterim Maximum Amount. (b) Each Domestic L/C shall Letter of Credit shall: (i) be denominated in Dollars, Dollars or such other currency that as of the date of issuance thereof is in the reasonable judgment of the relevant Issuing Bank (ii) which shall be a Performance binding on the L/C Participants) freely convertible or exchangeable into Dollars as the Borrower, the relevant Issuing Bank and the Administrative Agent may from time to time agree, and shall be either (A) a Financial L/C standby letter of credit issued to support obligations of the Borrower or any of its Subsidiariesa Subsidiary, contingent or otherwiseotherwise (a "Standby Letter of Credit"), or be (B) a commercial letter of credit for 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 (iiia "Trade Letter of Credit"), and (ii) expire no later than the fifth earlier of (A) five Business Day Days prior to the Revolving Credit Termination DateDate and (B) one year after the date of issuance thereof, provided that, subject to clause (A) above, any Letter of Credit may, at the request of the Applicant as set forth in the applicable Application, be automatically renewed on each anniversary of the issuance thereof for an additional period of one year or less unless the Issuing Bank which issued such Letter of Credit shall have given at least sixty days prior written notice to the Borrower and the beneficiary of such Letter of Credit that such Letter of Credit will not be renewed, in which case such Letter of Credit may, at the option of the Borrower, provide that the beneficiary of such Letter of Credit will be entitled to draw on such Letter of Credit at any time during the thirty days prior to the expiry thereof. (c) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, of (x) such Letter of Credit or (y) the Reimbursement Amount (as defined in Subsection 3.5(a)), as applicable. (d) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (ed) The No 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 such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or any policies of the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide such Letter of Credit in the applicable Alternative CurrencyLaw.

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

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in subsection 3.4(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 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 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 any Letter of Credit if, after giving effect to such issuance, (xi) the L/C Obligations would exceed the L/C Commitment or (ii) the Available Revolving Credit Commitment or (y) the Available Commitment with respect to Revolving Credit Loans of all Revolving Credit the Lenders less the aggregate principal amount of the Swing Line Loans then outstanding would be less than zero. (b) . Each Domestic L/C Letter of Credit shall (i) be denominated in DollarsDollars or in a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (iias determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, and shall be either (x) a Performance L/C or a Financial L/C standby letter of credit issued to support obligations of the Borrower Company or any of its Subsidiaries, contingent or otherwiseotherwise for general corporate needs, or be (y) a commercial documentary letter of credit for in respect of the purchase of goods or services by the Company or its Subsidiaries in the ordinary course of business and (iiiii) expire no later than the fifth Business Day earlier of (x) one year from the date of issuance thereof or (y) five business days prior to the Termination Date, provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods, which shall in no event extend beyond the date referred to in clause (y) above. (c) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, of (x) such Letter of Credit or (y) the Reimbursement Amount (as defined in Subsection 3.5(a)), as applicable. (db) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (ec) The No 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 such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or any policies of the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide such Letter of Credit in the applicable Alternative CurrencyLaw.

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

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

L/C Commitment. (a) Subject to the terms and conditions hereof, -------------- the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("Letters ------- of Credit") for the account of the Borrower on any Business Day during the --------- Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no -------- obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the L/C Obligations would exceed the Revolving Credit Commitment or L/C Commitment, (yii) the Available Commitment with respect to Revolving Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding Available Revolving Credit Commitments would be less than zero. zero or (biii) prior to the Transition Date, the Total Revolving Extensions of Credit would exceed the Asset Coverage Test Amount, as most recently determined prior to the date of issuance of such Letter of Credit pursuant to Section 6.2(h). Each Domestic L/C Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods and (iii) expire no later than the fifth Business Day prior to the Termination Date. (c) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, earlier of (x) such Letter the first anniversary of Credit or its date of issuance and (y) the Reimbursement Amount date which is five 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 (as defined which ------- shall in Subsection 3.5(ano event extend beyond the date referred to in clause (y) above)), as applicable. (d) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (eb) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or any policies of the Issuing Lender or Law. (iic) in the case of any Foreign L/C, it has determined that it cannot provide such Letter Letters of Credit in outstanding under the applicable Alternative CurrencyExisting Credit Agreement on the Second Amendment and Restatement Effective Date shall continue to be Letters of Credit hereunder from and after the Second Amendment and Restatement Effective Date.

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

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the Revolving Credit Lenders Committed Note Purchasers set forth in subsection 3.4(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit ("each, a “Letter of Credit” and, collectively, the “Letters of Credit"”) for the account of the Borrower Issuer or its designee on any Business Day during the Revolving Credit period commencing on the Series 2016-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided that the Issuing Lender L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (xi) the L/C Obligations would exceed the Revolving Credit L/C Commitment or (yii) the Available Commitment with respect to Revolving Series 2016-1 Class A-1 Outstanding Principal Amount would exceed the Series 2016-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding would be less than zero. (b) Each Domestic L/C shall (ix) be denominated in Dollars, (iiy) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be a Performance agreed upon by the Issuer and the L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods Provider and (iii) expire z)expire no later than the fifth earlier of (A) the first anniversary of its date of issuance and (B) the date that is ten (10) Business Day Days prior to the Commitment Termination Date (the “Required Expiration Date. ”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (cwhich shall in no event extend beyond the Required Expiration Date) Each Foreign unless the L/C shall Provider notifies the beneficiary of such Letter of Credit at least thirty (i30) be denominated in an Alternative Currency, calendar days prior to the then-applicable expiration date (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreementapplicable notice date, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalentif earlier, as determined on the most recent Calculation Date, specified in such Letter of (xCredit) that such Letter of Credit shall not be renewed; provided further that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Issuer in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the Reimbursement Amount L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as defined in Subsection 3.5(a))of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable. , as the beneficiary thereof; (d2) Each allow 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 subject to paid directly into the Uniform Customs andSenior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, to the extent not inconsistent therewith, Domestic as applicable. The L/Cs shall also be subject to the laws of the State of New York. (e) The Issuing Lender C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if (i) 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 Law or (II) amend any policies Letter of Credit hereunder if (1) the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide 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 Issuer shall issue and shall cause the Trustee to authenticate the Series 2016-1 Class A-1 L/C Note, which the Issuer shall deliver to the L/C Provider on the Series 2016-1 Closing Date. Such Series 2016-1 Class A-1 L/C Note shall be dated the Series 2016-1 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 2016-1 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 2016-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2016-1 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 2016-1 Class A-1 L/C Note and shall be deemed to be Series 2016-1 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 2016-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2016-1 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 2016-1 Class A-1 L/C Note. The L/C Provider and the Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable Alternative CurrencyL/C Issuing Bank as notified to the 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 2016-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2016-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2016-1 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 2016-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2016-1 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 Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2016-1 Class A-1 Notes Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2016-1 Class A-1 Notes Fee Letter and subject to the Priority of Payments. (e) [Intentionally omitted.] (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (g) The Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2016-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments. (h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, a Person selected by the Issuer (at the expense of the L/C Provider) shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Issuer (at the expense of the L/C Provider) 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-1” (or then equivalent grade) from S&P and (ii) a long-term unsecured debt rating of not less than “BBB+” (or then equivalent grade) from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary or beneficiaries of such proposed Letter of Credit. Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Issuer in order to have any letter of credit issued by a Person selected by the Issuer pursuant to this Section 2.07(h) or Section 5.17 of the Base Indenture be a “Letter of Credit” that has been issued hereunder and such Person selected by the Issuer be an “L/C Issuing Bank”.

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 Revolving Credit Lenders Committed Note Purchasers set forth in subsection 3.4(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit ("each, a “Letter of Credit” and, collectively, the “Letters of Credit"”) for the account of the Borrower Co-Issuers on any Business Day during the Revolving Credit period commencing on the Series 2019-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided that the Issuing Lender L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (xi) the L/C Obligations would exceed the Revolving Credit L/C Commitment or (yii) the Available Commitment with respect to Revolving Series 2019-1 Class A-1 Outstanding Principal Amount would exceed the Series 2019-1 Class A-1 Maximum Principal Amount. Each Letter of Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding would be less than zero. (b) Each Domestic L/C shall (ix) be denominated in Dollars, (iiy) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be a Performance agreed upon by the Co-Issuers and the L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods Provider and (iiiz) expire no later than the fifth earlier of (A) the first anniversary of its date of issuance and (B) the date that is ten (10) Business Day Days prior to the Commitment Termination Date (the “Required Expiration Date. ”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (cwhich shall in no event extend beyond the Required Expiration Date) Each Foreign unless the L/C shall Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreementapplicable notice date, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalentif earlier, as determined on the most recent Calculation Date, specified in such Letter of (xCredit) that such Letter of Credit shall not be renewed; provided, further, that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in 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 Reimbursement Amount L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as defined in Subsection 3.5(a))of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable. , as the beneficiary thereof; (d2) Each 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 subject to paid directly into the Uniform Customs andSenior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, to the extent not inconsistent therewith, Domestic as applicable. The L/Cs shall also be subject to the laws of the State of New York. (e) The Issuing Lender C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if (i) 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 Law or (II) amend any policies Letter of Credit hereunder if (1) the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide 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 2019-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2019-1 Closing Date; provided that, if such Series 2019-1 Class A-1 L/C Note is an Uncertificated Note, the Trustee shall instead register it as described in Section 4.01(f) of the Series 2019-1 Supplement. Such initial Series 2019-1 Class A-1 L/C Note shall be dated the Series 2019-1 Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2019-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (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 2019-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2019-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2019-1 Class A-1 L/C Note and shall be deemed to be Series 2019-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2019-1 Supplement, the outstanding principal amount evidenced by the Series 2019-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the 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 Alternative CurrencyL/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 2019-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2019-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2019-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2019-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2019-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the 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 2019-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2019-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments. (e) 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 2019-1 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 Amount. (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 each Issuing Lender, in each case in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrowers (or so long as the Parent Borrower is a co-applicant with respect to any such Letter of Credit any of its Restricted Subsidiaries (other than an Additional Borrower)) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the applicable Issuing Lender; provided that the no Issuing Lender shall have no an obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the L/C Obligations (including the Dollar Equivalent of any L/C Obligations outstanding in any currency other than Dollars) would exceed the Revolving Credit Commitment or L/C Commitments, (yii) the Available Commitment with L/C Obligations in respect to Revolving Credit Loans of all Revolving Letters of Credit Lenders less issued by such Issuing Lender would exceed such Issuing Lender’s L/C Commitment, (iii) the aggregate principal amount of the Swing Line Loans then outstanding Available Revolving Commitments would be less than zero. zero or (biv) Each Domestic with respect to Letters of Credit denominated in an L/C Foreign Currency, the aggregate Dollar Equivalent of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency would exceed the Foreign Currency Sublimit. Each Letter of Credit shall (i) be denominated in Dollars, (ii) be a Performance Dollars or another L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods Foreign Currency and (iiiii) expire no later than the fifth Business Day prior to the Termination Date. (c) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, earlier of (x) such Letter the first anniversary of Credit or its date of issuance and (y) the Reimbursement Amount date that is five Business Days prior to the Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (as defined which shall in Subsection 3.5(ano event extend beyond the date referred to in clause (y) above)), as applicable. (db) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (e) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the any Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or any policies Law. (c) For the avoidance of doubt, the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide such Letter Letters of Credit in outstanding immediately prior to giving effect to the applicable Alternative CurrencyClosing Date shall continue to be Letters of Credit outstanding hereunder immediately after giving effect to the Closing Date.

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

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

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

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the Revolving Credit Lenders Committed Note Purchasers set forth in subsection 3.4(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit ("each, a “Letter of Credit” and, collectively, the “Letters of Credit"”) for the account of the Borrower Co-Issuers on any Business Day during the Revolving Credit period commencing on the Series 2017-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Period Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided that the Issuing Lender L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (xi) the L/C Obligations would exceed the Revolving Credit L/C Commitment or (yii) the Available Commitment with respect to Revolving Series 2017-1 Class A-1 Outstanding Principal Amount would exceed the Series 2017-1 Class A-1 Maximum Principal Amount. Each Letter of Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding would be less than zero. (b) Each Domestic L/C shall (ix) be denominated in Dollars, (iiy) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be a Performance agreed upon by the Co-Issuers and the L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods Provider and (iiiz) expire no later than the fifth earlier of (A) the first anniversary of its date of issuance and (B) the date that is ten (10) Business Day Days prior to the Commitment Termination Date (the “Required Expiration Date. ”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (cwhich shall in no event extend beyond the Required Expiration Date) Each Foreign unless the L/C shall Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreementapplicable notice date, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalentif earlier, as determined on the most recent Calculation Date, specified in such Letter of (xCredit) that such Letter of Credit shall not be renewed; provided, further, that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in 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 Reimbursement Amount L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as defined in Subsection 3.5(a))of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable. , as the beneficiary thereof; (d2) Each 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 subject to paid directly into the Uniform Customs andSenior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, to the extent not inconsistent therewith, Domestic as applicable. The L/Cs shall also be subject to the laws of the State of New York. (e) The Issuing Lender C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if (i) 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 Law or (II) amend any policies Letter of Credit hereunder if (1) the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide 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 2017-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2017-1 Closing Date. Such initial 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 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 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 Alternative CurrencyL/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 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 Sections 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 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 2017-1 Class A1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 20171 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 2017-1 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 Amount. (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 LenderAdministrative Agent, in reliance on the agreements of the Revolving Credit other Lenders set forth in subsection Section 3.4(a), agrees agrees, in its sole discretion, to arrange for the Issuing Bank to issue letters of credit ("Letters of Credit") Credit for the account of the Borrower Borrowers on any Business Day during from the Revolving Credit Commitment Period Closing Date through but not including 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 arrange for the issuance of any such Letter of Credit if, after giving effect to such issuance, (xa) the L/C Obligations would exceed the Revolving Credit Commitment or L/C Commitment, (yb) the Available Commitment with respect to Revolving Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of outstanding Revolving Credit Loans, plus any amounts remaining outstanding or unpaid with respect to the Swing Line Loans then outstanding would be less than zero. (b) Each Domestic Pre-Petition Obligations, plus the aggregate amount of L/C Obligations would exceed the lesser of (x) the Revolving 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 an amount equal to 105% of the L/C Obligations. Each Letter of Credit shall (i) be denominated in DollarsDollars in a minimum amount of $5,000, (ii) be a Performance L/C standby or a Financial L/C commercial letter of credit issued to support obligations of the Borrower or any of its SubsidiariesCredit Party, contingent or otherwise, incurred in the ordinary course of business (including bid, performance, surety and similar bonds or be a commercial letter of credit for the purchase of goods and 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 fifth (5th) Business Day prior to the Termination Date. date specified in clause (ca) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any definition of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, term “Maturity Date” and (iiiiv) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, of (x) such Letter of Credit or (y) the Reimbursement Amount (as defined in Subsection 3.5(a)), as applicable. (d) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by such Issuing Bank and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (e) . The Issuing Lender Administrative Agent shall not at any time be obligated to issue arrange for the issuance of any Letter of Credit hereunder if (i) 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 Law Credit shall also include extensions or any policies of the Issuing Lender or (ii) in the case modifications of any Foreign L/Coutstanding Letters of Credit, it has determined that it cannot provide such Letter of Credit in unless the applicable Alternative Currencycontext otherwise requires.

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

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a5.4(a), agrees to issue letters of credit ("“Letters of Credit"”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to not issue any Letter of Credit if, after giving effect to such issuance, (xi) the L/C Obligations would exceed the Revolving Credit Commitment or L/C Commitment, (yii) the Available Commitment with respect to Revolving Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding Available Revolving Credit Commitments would be less than zero. , (biii) Each Domestic the Dollar Equivalent of the aggregate outstanding principal amount of Multicurrency Loans, Local Currency Loans and L/C Obligations attributable to Letters of Credit denominated in any currency other than Dollars would exceed the Multicurrency Sublimit or (iv) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the Issuing Lender with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to subsection 2.19(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure. Each Letter of Credit shall (i) be denominated in Dollars, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower Dollars or any of its Subsidiaries, contingent Available Foreign Currency or otherwise, or be a commercial letter of credit for the purchase of goods and (iii) expire no later than the fifth Business Day prior any other currency acceptable to the Termination Date. (c) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, of (x) such Letter of Credit or (y) the Reimbursement Amount (as defined in Subsection 3.5(a)), as applicable. (d) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (e) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or any policies of the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide such Letter of Credit in the applicable Alternative Currency.Lender,

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit ("Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the L/C Obligations would exceed the Revolving Credit L/C Commitment or (yii) the Available Commitment with respect to Revolving Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding Available Revolving Credit Commitments would be less than zero. (b) . Each Domestic L/C Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods and (iii) expire no later than the fifth earlier of (x) the first anniversary of its date of issuance and (y) the date which is five Business Day 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 (cwhich shall in no event extend beyond the date referred to in clause (y) Each Foreign above). Upon satisfaction of all conditions precedent to the initial Loan hereunder, without any further action on the part of the Borrower, the Issuing Lender, the Administrative Agent or any L/C shall Participant, (i) each of the letters of credit listed on Schedule 3.1 hereto (the "Existing L/Cs") previously issued for the account of the Borrower shall be denominated in an Alternative Currencydeemed for all purposes of this Agreement to be issued hereunder, (ii) be a Performance each application and agreement for letter of credit pursuant to which each Existing L/C or a Financial L/C was issued shall be deemed for all purposes of this Agreement to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goodsan Application, and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount all of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by indebtedness and liabilities to ▇▇▇▇▇▇ Trust and Savings Bank with respect to the Issuing Lender in connection with any Foreign Existing L/C, C shall be deemed to be L/C Obligations of the Dollar Equivalent, as determined on Borrower for all purposes of this Agreement and the most recent Calculation Date, of (x) such Letter of Credit or (y) the Reimbursement Amount (as defined in Subsection 3.5(a)), as applicableother Loan Documents. (db) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (ec) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or any policies of the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide such Letter of Credit in the applicable Alternative CurrencyLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderBank, in reliance on the agreements of the Revolving Credit L/C Lenders set forth in subsection 3.4(aSection 3.04(a), agrees to issue 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 Credit Commitment Period period from the Effective Date until the date that is thirty (30) days prior to the L/C Termination Date in such form as may be approved from time to time by the Issuing LenderBank; provided that the Issuing Lender Bank shall not have no any obligation to issue any Letter of Credit if, if after giving effect to such issuance, (x) the Issuer Exposure would exceed the lesser of (1) the aggregate L/C Obligations would exceed Commitments of all L/C Lenders and (2) the Revolving Credit Commitment Facility Cap, or (y) the Available Commitment with respect to Revolving Credit Loans of all Revolving Credit Lenders less aggregate amount in the aggregate principal amount of the Swing Line Loans then outstanding Lender Cash Collateral Accounts would be less than zero102% of the Issuer Exposure. (b) Each Domestic L/C Letter of Credit shall (i) be denominated in DollarsDollars or any other lawful foreign currency which is approved in writing on a case by case basis by the Issuing Bank, (ii) be a Performance the Required L/C or a Financial L/C issued to support obligations of Lenders and the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods Agent in their sole and absolute discretion and (iiiii) expire no later than one year following the fifth Business Day date of issuance of such Letter of Credit; provided that, in the event that any Letter of Credit is outstanding on the date that is thirty (30) days prior to the Termination Date. (c) Each Foreign L/C Termination Date, the Borrowers shall (i) be denominated in on or before such date, Cash Collateralize an Alternative Currency, (ii) be a Performance amount equal to 102% of the L/C or a Financial L/C issued Obligations with respect to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, of (x) all such Letter Letters of Credit or (y) the Reimbursement Amount (as defined in Subsection 3.5(a)), as applicable. (d) pursuant to Section 3.11. Each Application and each Letter of Credit shall be subject to either the Uniform Customs International Standby Practices (ISP 98) of the International Chamber of Commerce or the UCP, and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (ec) 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 or any policies of the Issuing Lender or Law, (ii) in the case any order, judgment or decree of any Foreign L/CGovernmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, it has determined 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 it cannot provide 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 Alternative Currencyon 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) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letter of Credit which, from and after the Closing Date, shall constitute a Letter of Credit hereunder. Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letter of Credit, collectively, the "Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the L/C Obligations would exceed the Revolving Credit L/C Commitment or (yii) the Available Commitment with respect to Revolving Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding Available Revolving Credit Commitments would be less than zero. zero (b) Each Domestic it being understood and agreed that, for purposes of determining compliance with this clause (a), the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding L/C Obligations in respect of any Letters of Credit denominated in a Designated Foreign Currency on the date on which the Borrower has requested that the Issuing Lender issue a Letter of Credit). Each Letter of Credit shall (i) be denominated in Dollars, Dollars or a Designated Foreign Currency and (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods and (iii) expire no later than the fifth Business Day prior to the Termination Date. (c) Each Foreign L/C shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, earlier of (x) such Letter the first anniversary of Credit or its date of issuance and (y) the Reimbursement Amount (as defined in Subsection 3.5(a)), as applicable. (d) Each Letter of Credit shall be subject date which is five Business Days prior to the Uniform Customs and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (e) The Issuing Lender shall not at any time be obligated to issue Revolving Credit Termination Date; provided that any Letter of Credit hereunder if with a one-year term may provide for the renewal thereof for additional one-year periods (iwhich shall in no event extend beyond the date referred to in clause (y) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or any policies of the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide such Letter of Credit in the applicable Alternative Currencyabove).

L/C Commitment. (ai) Prior to the Closing Date, the Existing Issuing Bank has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. (ii) Subject to the terms and conditions hereofhereof (including satisfaction of the conditions precedent set forth in Sections 5.1 (on the Closing Date) and 5.2 (upon the issuance of each Letter of Credit)), the each Issuing LenderBank, in reliance on the agreements of the Revolving Credit Lenders other Banks set forth in subsection 3.4(aSection 2.5(d), agrees to issue standby letters of credit ("together with the Existing Letters of Credit", the “Letters of Credit”) for the account of the Borrower in support of obligations (including performance, bid and similar bonding obligations and credit enhancement) of the Borrower and its Affiliates on any Business Day during on or after the Revolving Credit Commitment Period Closing Date and prior to the Termination Date in such form as may be approved from time to time by the such Issuing LenderBank; provided that the no Issuing Lender Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (xA) the L/C Obligations would exceed the Revolving Credit L/C Commitment or (yB) the Available Commitment with respect to Revolving Total Outstanding Extensions of Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding would exceed the Total Commitments then in effect and provided, further, that neither JPMorgan Chase Bank, N.A. nor Bank of America, N.A. shall be less than zerorequired, without the consent of such Issuing Bank, to issue Letters of Credit in excess of $100,000,000 at any time outstanding for each such Issuing Bank. (biii) Each Domestic L/C Letter of Credit shall (i) be denominated in Dollars, (ii) Dollars and shall be a Performance L/C or a Financial L/C standby letter of credit issued to support obligations of the Borrower or any of its SubsidiariesAffiliates, contingent or otherwise, or be a commercial letter of credit for the purchase of goods and (iii) expire no later than the fifth Business Day prior to the Termination Maturity Date. (civ) Each Foreign L/C No Issuing Bank shall (i) be denominated in an Alternative Currency, (ii) be a Performance L/C or a Financial L/C issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial letter of credit for the purchase of goods, and (iii) expire no later than the fifth Business Day prior to the Termination Date. For purposes of this Agreement, the amount deemed outstanding under each Foreign L/C at any time, and the amount of the Borrower's Reimbursement Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in connection with any Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent Calculation Date, of (x) such Letter of Credit or (y) the Reimbursement Amount (as defined in Subsection 3.5(a)), as applicable. (d) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to the laws of the State of New York. (e) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Participant to exceed any limits imposed on such Issuing Bank by, any applicable Requirement of Law or any policies of the Issuing Lender or (ii) in the case of any Foreign L/C, it has determined that it cannot provide such Letter of Credit in the applicable Alternative CurrencyLaw.

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