Common use of The Letter of Credit Subfacility Clause in Contracts

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c) and 3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit Issued for the account of the Company; provided, that the Issuing Lender shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Loans exceeds the combined Commitments, (2) the participation of any Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of the Loans of such Lender exceeds such Lender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit denominated in Dollars or an Offshore L/C Currency for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c3.02(c) and 3.2(d3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Company; provided, provided that the Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") ): (1) the Effective Amount of all L/C Obligations exceeds $25,000,000; (2) the Effective Amount of all L/C Obligations plus the Effective Amount of all Loans exceeds the combined Commitments, Aggregate Commitments or (23) the participation of any Lender Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Committed Loans of such Lender Bank exceeds such LenderBank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the each Issuing Lender agrees, (A) from time to time on any Business Day during the period from the Closing Effective Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c) and 3.2(d), and (B) to honor properly drawn drafts under the Letters of CreditCredit issued by it; and (ii) the U.S. Lenders severally agree to participate in Letters of Credit Issued for the account of the Company; provided, provided that the no Issuing Lender shall not be obligated to Issue, and no U.S. Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Total U.S. Outstandings exceed the Aggregate U.S. Commitment, (2) the Effective Amount of all L/C Obligations plus would exceed the Effective Amount of all Loans exceeds the combined Commitments, L/C Commitment or (23) the participation of any U.S. Lender in the Effective Amount of all L/C Obligations plus the Effective Amount outstanding principal amount of the U.S. Loans of such U.S. Lender exceeds would exceed such U.S. Lender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C U.S. Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(cSECTIONS 3.02(C) and 3.2(d(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit Issued for the account of the Company; providedPROVIDED, that the Issuing Lender Bank shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") (1) the Effective Amount of all L/C Obligations and Swing Line Loans plus the Effective Amount of all Revolving Loans exceeds the combined CommitmentsMaximum Revolver Amount, (2) the participation of any Lender in the Effective Amount of all L/C Obligations and Swing Line Loans plus the Effective Amount of the Revolving Loans of such Lender exceeds such Lender's Commitment, Revolving Loan Commitment or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c) and 3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit Issued for the account of the Company; provided, that the Issuing Lender shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans exceeds the combined Revolving Commitments, (2) the participation of any Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Lender exceeds such Lender's Revolving Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company or any Subsidiary of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(cSections 3.02(c) and 3.2(d(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit Issued for the account of the Company; provided, that the Issuing Lender Bank shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations and Swing Line Loans plus the Effective Amount of all Revolving Loans exceeds the combined Commitmentsaggregate Revolving Loan Commitment, (2) the participation of any Lender in the Effective Amount of all L/C Obligations and Swing Line Loans plus the Effective Amount of the Revolving Loans of such Lender exceeds such LenderXxxxxx's Commitment, Revolving Loan Commitment or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c) and 3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Company; provided, that the Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) and after taking into account all repayment of Revolving Loans received on such date (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans exceeds the combined CommitmentsTotal Commitment, (2) the participation of any Lender Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Lender Bank exceeds such Lender's Bank’s Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired expired, been terminated or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(cSECTIONS 3.02(C) and 3.2(d(D), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Company; providedPROVIDED, that the Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans and Swing Line Loans exceeds the combined Revolving Loan Commitments, (2) the participation of any Lender Bank in the Effective Amount of all L/C Obligations and Swing Line Loans plus the Effective Amount of the Revolving Loans of such Lender Bank exceeds such LenderBank's CommitmentRevolving Loan Commitment or, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(cSections 3.02(c) and 3.2(d3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate purchase an irrevocable and unconditional participation in Letters each Letter of Credit Issued for the account of the Company; provided, that the Issuing Lender Bank shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date"), after giving effect to any requested Loans, (i) the Effective Amount of all Committed Loans, L/C Obligations, and Bid Loans shall exceed the Aggregate Commitment, or (1ii) the Effective Amount of all L/C Obligations plus the Effective Amount of all Loans exceeds the combined Commitments, (2) the participation of any Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of the Loans of such Lender exceeds such Lender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds shall exceed the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c) and 3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Company; provided, that the Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Syndicated Loans and Swingline Loans exceeds the combined CommitmentsAggregate Commitment, (2) the participation of any Lender Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Syndicated Loans of such Lender Bank plus the participation of such Bank, if any, in the Effective Amount of all Swingline Loans exceeds such LenderBank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a1) On the terms and conditions set forth herein (i) the each Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date date hereof to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c3.02(c) and 3.2(d3.02(d), and (B) to honor properly drawn drafts under the Letters of CreditCredit issued by it; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Company; provided, provided that the no Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the sum of the aggregate principal amount of all outstanding Loans plus the Effective Amount of all L/C Obligations plus the Effective Amount of all Loans exceeds exceed the combined Commitments, (2) the Effective Amount of all L/C Obligations would exceed the L/C Commitment or (3) the participation of any Lender Bank in the Effective Amount of all L/C Obligations plus the Effective Amount outstanding principal amount of the Loans of such Lender exceeds Bank would exceed such LenderBank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender agrees, agrees (A) from time to time on any Business Day during the period from the Closing Effective Date to the Revolving date which is seven days prior to the scheduled Termination Date Date, to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections SUBSECTIONS 3.2(c) and 3.2(d), and (B) to honor properly drawn drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit Issued for the account of the Company; provided, PROVIDED that the Issuing Lender shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") (1) the Total Outstandings would exceed the Aggregate Commitment, (2) the Effective Amount of all L/C Obligations plus would exceed the Effective Amount of all Loans exceeds the combined Commitments, L/C Commitment or (23) the participation of any Lender in the Effective Amount of all L/C Obligations plus the Effective Amount outstanding principal amount of the Committed Loans of such Lender exceeds would exceed such Lender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Companyan L/C Borrower, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(cSections 3.02(c) and 3.2(d3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Companyeach L/C Borrower; provided, provided that the Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of the date of and after giving effect to the Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus exceeds (or would exceed) the L/C Commitment, (2) the Effective Amount of all L/C Obligations and Loans together exceeds (or would exceed) the combined Commitments, or (23) the participation of any Lender Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Loans of such Lender Bank exceeds (or would exceed) such LenderBank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Companyeach L/C Borrower's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company each L/C Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the each Issuing Lender Bank severally agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(cSections 3.02(c) and 3.2(d3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate purchase an irrevocable and unconditional participation in Letters each Letter of Credit Issued for the account of the Company; provided, that the Issuing Lender Bank shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”), after giving effect to any requested Loans, (i) the Effective Amount of all Committed Loans, L/C Obligations, and Bid Loans shall exceed the Aggregate Commitment, or (1ii) the Effective Amount of all L/C Obligations plus the Effective Amount of all Loans exceeds the combined Commitments, (2) the participation of any Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of the Loans of such Lender exceeds such Lender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds shall exceed the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. Existing Letters of Credit. (a) On the terms and conditions set forth herein herein: (i) the Issuing Lender agrees, (A) from time to time on any Business Day during the period from the Closing Effective Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c) and 3.2(d), and (B) to honor properly drawn drafts under the Letters of CreditCredit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit Issued for the account of the Company; provided, provided that the Issuing Lender shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Revolving Outstandings exceed the Revolving Commitment Amount, (2) the Effective Amount of all L/C Obligations plus the Effective Amount of all Loans exceeds the combined Commitments, amount of the L/C Commitment or (23) the sum of the participation of any Lender in the Effective Amount of all L/C Obligations and Swingline Loans plus the Effective Amount outstanding principal amount of the Revolving Loans of such Lender exceeds shall exceed such Lender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Revolving Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day Day, during the period from the Closing Date to the Revolving date which is seven days prior to the scheduled Credit Termination Date Date, to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c3.02(c) and 3.2(d3.02(d), and (B) to honor drafts under the outstanding Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Company; provided, provided that the Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) and after giving effect thereto: (1A) the Total Outstandings exceed the combined Commitments; (B) the participation of any Bank in the Effective Amount of all L/C Obligations and in all Swing Line Loans plus the outstanding principal amount of the Revolving Loans of such Bank would exceed such Bank’s Commitment; or (C) the Effective Amount of all L/C Obligations plus the Effective Amount of all Loans exceeds the combined Commitments, (2) the participation of any Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of the Loans of such Lender exceeds such Lender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds would exceed the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c3.02(c) and 3.2(d3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Company; provided, that the Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans exceeds the lesser of (x) the combined Commitments, or (y) the then applicable Aggregate Borrowing Base, (2) the participation of any Lender Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Lender Bank exceeds the lesser of (x) such LenderBank's CommitmentCommitment or (y) the then applicable Aggregate Borrowing Base, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment, or (4) the Effective Amount of L/C Obligations with respect to Letters of Credit which may be drawn in support of the performance of financial obligations exceeds $5,000,000. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Effective Date to the Revolving Termination Date to issue Letters of Credit for the account of the CompanyHoldings, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c3.02(c) and 3.2(d3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the CompanyHoldings; provided, provided that the Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if such Letter of Credit is not denominated in Dollars or if as of the date of Issuance of such Letter of Credit and after giving effect thereto (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans exceeds and Swingline Loans shall exceed an amount equal to the lesser of (a) the combined CommitmentsRevolving Commitments and (b) the Borrowing Base, (2) the participation of any Lender Bank in the Effective Amount of all L/C Obligations and in the Effective Amount of all Swingline Loans plus the Effective Amount of the Revolving Loans of such Lender exceeds Bank shall exceed such LenderBank's Revolving Commitment, or (3) the Effective Amount of L/C Obligations exceeds shall exceed the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's Holdings ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company Holdings may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the each Issuing Lender Bank severally agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(cSections 3.02(c) and 3.2(d3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate purchase an irrevocable and unconditional participation in Letters each Letter of Credit Issued for the account of the Company; provided, that the Issuing Lender Bank shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”), after giving effect to any requested Loans, (i) the Effective Amount of all Committed Loans, L/C Obligations, Swing Line Loans and Bid Loans shall exceed the Aggregate Commitment, or (1ii) the Effective Amount of all L/C Obligations plus the Effective Amount of all Loans exceeds the combined Commitments, (2) the participation of any Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of the Loans of such Lender exceeds such Lender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds shall exceed the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c3.02(c) and 3.2(d3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Company; provided, provided that the Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance Date of such Letter of Credit (the "Issuance Date") ): (1) the Effective Amount amount of all L/C Obligations plus the Effective Amount amount of all Revolving Loans exceeds the combined Commitments, (2) the participation of any Lender Bank in the Effective Amount amount of all L/C Obligations plus the Effective Amount amount of the Revolving Loans of such Lender Bank exceeds such LenderBank's Commitment, or (3) the Effective Amount amount of L/C Obligations in respect of Usance Letters of Credit plus the amount of Revolving Loans exceeds $15,000,000, or (4) the amount of L/C CommitmentObligations in respect of Standby Letters of Credit exceeds $8,000,000. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein herein: (i) the Issuing Lender agrees, (A) from time to time on any Business Day during the period from the Closing Effective Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections SUBSECTIONS 3.2(c) and 3.2(d), and (B) to honor properly drawn drafts under the Letters of CreditCredit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit Issued for the account of the Company; provided, PROVIDED that the Issuing Lender shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") (1) the Outstandings exceed the Commitment Amount or the Borrowing Availability Amount, (2) the Effective Amount of all L/C Obligations plus the Effective Amount of all Loans exceeds the combined Commitments, amount of the L/C Commitment or (23) the sum of the participation of any Lender in the Effective Amount of all L/C Obligations plus PLUS the Effective Amount outstanding principal amount of the Loans of such Lender exceeds shall exceed such Lender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Restatement Effective Date to the Revolving Termination Date to issue Letters of Credit for the account of the CompanyBorrowers, and to amend or renew renew, extend the expiration of or increase the amount of Letters of Credit previously issued by it, in accordance with subsections Sections 3.2(c) and 3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the CompanyBorrowers; provided, that the Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1x) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans plus the Effective Amount of all Swingline Loans exceeds the combined Commitments, amount of the Revolving Commitment or (2y) the participation of any Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of the Loans of such Lender exceeds such Lender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment$35,000,000. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's Borrowers' ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(cSections 3.02(c) and 3.2(d3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Company; providedPROVIDED, that the Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of upon the date of Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") or the date of any renewal thereof (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans exceeds would exceed the combined Combined Commitments, (2) the participation of any Lender Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Lender exceeds Bank would exceed such LenderBank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds would exceed the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c3.02(c) and 3.2(d3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Company; provided, provided that the Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit and after giving effect thereto (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans exceeds plus the Effective Amount of all Swingline Loans shall exceed the combined Revolving Commitments, (2) the participation of any Lender Bank in the Effective Amount of all L/C Obligations and Swingline Loans plus the Effective Amount of the Revolving Loans of such Bank shall exceed such Bank's Revolving Commitment, (3) the Effective Amount of L/C Obligations shall exceed the L/C Commitment, or (4) the Effective Amount of all L/C Obligations plus the Effective Amount of the all Revolving Loans of such Lender exceeds such Lender's Commitment, or (3) plus the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.all Term Loans plus

The Letter of Credit Subfacility. (a) On the terms and subject to the conditions set forth herein in this Agreement and as a subfacility of the Facility B Commitment, (i) the Issuing Lender agreesBanks agree, (A) from time to time on any Business Day during the period from the Closing Restatement Effective Date to the date that is 30 days prior to the Revolving Loan Termination Date to issue Letters of Credit for the account of the Company, Borrower and to amend or renew Letters of Credit previously issued by itthem, in each case in accordance with subsections 3.2(cSections 3.02(c) and 3.2(d3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the CompanyBorrower; provided, that the Issuing Lender Banks shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if if, as of the date of Issuance of such Letter of Credit (the "Issuance Date") ), (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Facility B Revolving Loans exceeds the combined Commitments, (2) the participation of any Lender in plus the Effective Amount of all L/C Obligations plus Swingline Loans exceeds the Effective Amount of the Loans of such Lender exceeds such Lender's Commitmentcombined Facility B Commitments, or (32) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability of the Borrower to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c) and 3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Company; provided, provided that the Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of after giving effect to the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Loans exceeds would exceed the combined Commitments, or (2) the participation of any Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of the Loans of such Lender exceeds such Lender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds would exceed the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to to, but not including, the Revolving Credit Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c3.02(c) and 3.2(d3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Company; provided, provided that the Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") ): (1A) the Effective Amount of all L/C Obligations plus the Effective Amount of all Committed Loans plus the principal amount of all outstanding Bid Loans exceeds the combined aggregate Commitments, ; (2B) the participation of any Lender Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Committed Loans of such Lender Bank exceeds such LenderBank's Commitment, Commitment or (3C) the Effective Amount of all L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Companyan L/C Borrower, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(cSections 3.02(c) and 3.2(d3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Companyeach L/C Borrower; provided, that the Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of the date of and after giving effect to the Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all and Loans together exceeds (or would exceed) the combined Commitments, or (2) the participation of any Lender Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Loans of such Lender Bank exceeds (or would exceed) such LenderBank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's L/C Borrowers' ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company each L/C Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued Issued by it, in accordance with subsections 3.2(cSUBSECTIONS 3.02(C) and 3.2(d3.02(D), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Company; providedPROVIDED, that the Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans exceeds the combined Commitments, (2) the participation of any Lender Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Lender Bank exceeds such LenderBank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Issuer agrees, (A) from time to time on any Business Day Day, during the period from the Closing Restatement Date to the Revolving day which is five days prior to the Termination Date Date, to issue Letters of Credit for the account of the Company, Company and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c3.02(c) and 3.2(d3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit Issued for the account of the Company; provided, that the Issuing Lender Issuer shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans and of all Swing Line Loans exceeds the combined CommitmentsAggregate Commitment, (2) the participation of any Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Lender and such Lender’s Pro Rata Share of any outstanding Swing Line Loans exceeds such Lender's ’s Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the CompanyWSS, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c3.02(c) and 3.2(d3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the CompanyWSS; providedPROVIDED, that the Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus and the Effective Amount of all Revolving Loans exceeds shall exceed the combined Commitments, Aggregate Revolving Commitment; (2) the participation of any Lender Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of any Bank shall exceed such Lender exceeds such LenderBank's Revolving Commitment, or (3) the Effective Amount of L/C Obligations exceeds shall exceed the Aggregate L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the CompanyWSS's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company WSS may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the CompanyBorrower, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c) and 3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the CompanyBorrower; provided, that the Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans plus the Effective Amount of all Swingline Loans exceeds the combined Commitments, (2) the participation of any Lender Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans plus the Effective Amount of all Swingline Loans of such Lender Bank exceeds such LenderBank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the CompanyBorrower's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.,

The Letter of Credit Subfacility. (a) a On the terms and conditions set forth herein (i) the each Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c), 3.2(d) and 3.2(d3.2(e), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Company; provided, that the no Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if if, as of the date of Issuance of such Letter of Credit (the "Issuance Date") ): (1) the Effective Amount of all L/C Letter of Credit Obligations plus the Effective Amount of all Committed Loans and all Bid Loans exceeds the combined CommitmentsTotal Commitment, (2) the sum of (x) the participation of any Lender Bank in the Effective Amount of all L/C Letter of Credit Obligations plus (y) the Effective Amount of the Committed Loans of such Lender Bank exceeds such LenderBank's Commitment, or (3) the Effective Amount of L/C Letter of Credit Obligations exceeds the L/C Letter of Credit Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability of the Company to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) a On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(cSections 3.02(c) and 3.2(d(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Company; providedPROVIDED, that the Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans exceeds the combined Commitments, (2) the participation of any Lender Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Lender Bank exceeds such LenderBank's Commitment, Commitment or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(cSECTIONS 3.02(c) and 3.2(d(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Company; providedPROVIDED, that the Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans and Swing Line Loans exceeds the combined Revolving Loan Commitments, (2) the participation of any Lender Bank in the Effective Amount of all L/C Obligations and Swing Line Loans plus the Effective Amount of the Revolving Loans of such Lender Bank exceeds such LenderBank's CommitmentRevolving Loan Commitment or, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and -------------------------------- conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c3.02(c) and 3.2(d3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit Issued for the account of the Company; provided, provided that the Issuing Lender Bank shall -------- not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit and after giving effect thereto (the "Issuance --------- Date") (1) the Effective Amount of all L/C Obligations plus the ---- ---- Effective Amount of all Revolving Loans exceeds plus the Effective Amount of all ---- Swingline Loans shall exceed the combined Revolving Commitments, (2) the participation of any Lender in the Effective Amount of all L/C Obligations and Swingline Loans plus the Effective Amount of the ---- Revolving Loans of such Lender exceeds shall exceed such Lender's Revolving Commitment, or (3) the Effective Amount of L/C Obligations exceeds shall exceed the L/C Commitment. Within , or (4) the foregoing limits, and subject to Effective Amount of all L/C Obligations plus ---- the other terms and conditions hereof, the Company's ability to obtain Letters Effective Amount of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.all Revolving

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the each Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date date hereof to the Revolving Termination Date to issue Letters of Credit for the account of the CompanyCompany (including Letters of Credit issued jointly for the account of the Company and any Affiliate), and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c) and 3.2(d3.02(d), and (B) to honor properly drawn drafts under the Letters of CreditCredit issued by it; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Company; provided, provided that the no Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the sum of the aggregate principal amount of all outstanding Loans plus the Effective Amount of all L/C Obligations plus the Effective Amount of all Loans exceeds exceed the combined Commitments, (2) the Effective Amount of all L/C Obligations would exceed the L/C Commitment or (3) the participation of any Lender Bank in the Effective Amount of all L/C Obligations plus the Effective Amount outstanding principal amount of the Loans of such Lender exceeds Bank would exceed such LenderBank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. EXISTING LETTERS OF CREDIT. (a) On the terms and conditions set forth herein herein: (i) the Issuing Lender agrees, (A) from time to time on any Business Day during the period from the Closing Effective Date to the U.S. Revolving Termination Date to issue Letters of Credit for the account of the CompanyCompany (or jointly for the account of the Company and any Subsidiary), and to amend or renew Letters of Credit previously issued by it, in accordance with subsections SUBSECTIONS 3.2(c) and 3.2(d), and (Bb) to honor drafts under the Letters of CreditCredit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit Issued for the account of the Company; provided, PROVIDED that the Issuing Lender shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") (1) the U.S. Revolving Outstandings exceed the U.S. Revolving Commitment Amount, (2) the Effective Amount of all L/C Obligations plus the Effective Amount of all Loans exceeds the combined Commitments, amount of the L/C Commitment or (23) the sum of the participation of any Lender in the Effective Amount of all L/C Obligations plus and U.S. Swingline Loans PLUS the Effective Amount outstanding principal amount of the U.S. Revolving Loans of such Lender exceeds exceed such Lender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.U.S.

The Letter of Credit Subfacility. (a) On the terms and conditions set -------------------------------- forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(cSections 3.02(c) and 3.2(d3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Company; provided, that the Issuing Lender Bank shall not be obligated to Issue, -------- and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of upon the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective ------------- Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans exceeds would exceed the combined Combined Commitments, (2) the participation of any Lender Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Lender exceeds Bank would exceed such LenderBank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds would exceed the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to to, but not including, the Revolving Termination Date to issue Letters of Credit denominated in Dollars or an Offshore L/C Currency for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c3.02(c) and 3.2(d3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Company; provided, provided that the Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") ): (1A) the Effective Amount of all L/C Obligations plus the Effective Amount of all Loans exceeds the combined Commitments, aggregate Commitments or (2B) the participation of any Lender Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Loans of such Lender Bank exceeds such LenderBank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c3.02(c) and 3.2(d3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Company; provided, that the Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans exceeds the combined Commitments, (2) the participation of any Lender Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Lender Bank exceeds such LenderBank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender each Issuer agrees, (A) from time to time on any Business Day Day, during the period from the Closing Effective Date to the Revolving day which is five days prior to the Termination Date Date, to issue Letters of Credit for the account of the Company, Company and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c3.02(c) and 3.2(d3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit Issued for the account of the Company; provided, provided that the Issuing Lender (x) no Issuer shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans and of all Swing Line Loans exceeds the combined CommitmentsAggregate Commitment, (2) the participation of any Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Lender and such Lender's Pro Rata Share of any outstanding Swing Line Loans exceeds such Lender's Commitment, Commitment or (3) the Effective Amount of L/C Obligations exceeds the L/C CommitmentCommitment and (y) no Existing Letter of Credit may be renewed past the expiry date thereof in effect on the Effective Date. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank hereby agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Maturity Date to issue Letters of Credit for the account of the Companyany Borrower in accordance with subsection 2.11(a), and to amend or renew Letters of Credit previously issued by itit in accordance with subsections 2.11(c) and 2.11(d), in an aggregate amount (determined in Dollars, including, when applicable, in accordance with subsections 3.2(cthe Equivalent Amount of any requested and outstanding Letters of Credit denominated in Offshore Currencies pursuant to subsection 2.05(a)) and 3.2(d)not to exceed at any time the Aggregate L/C Commitment, and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued issued for the account of the Companyany Borrower; providedPROVIDED, that the Issuing Lender Bank shall not be obligated to Issue, and no Lender shall be obligated to participate in, issue any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus PLUS the Effective Amount of all Revolving Loans exceeds shall exceed the combined CommitmentsTotal Commitment, (2) the Effective Amount of all Offshore Currency L/C Obligations PLUS the Effective Amount of all Offshore Currency Loans (in each case, determined on the basis of the Equivalent Amount thereof in Dollars as of the most recent Computation Date) shall exceed the Offshore Currency Commitment, (3) the participation of any Lender Bank in the Effective Amount of all L/C Obligations plus PLUS the Effective Amount of the Revolving Loans of such Lender exceeds Bank shall exceed such LenderBank's Commitment, or (34) the Effective Amount of L/C Obligations exceeds shall exceed the Aggregate L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Companyeach Borrower's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and -------------------------------- conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(cSections 3.02(c) and 3.2(d3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Company; provided, that the Issuing Lender Bank shall not -------- be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of upon the date of Issuance of such Letter of Credit (the "Issuance -------- Date") or the date of any renewal thereof (1) the Effective Amount of all L/C ---- Obligations plus the Effective Amount of all Revolving Loans exceeds would exceed the combined Combined Commitments, (2) the participation of any Lender Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Lender exceeds Bank would exceed such LenderBank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds would exceed the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Lender Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(cSections 3.02(c) and 3.2(d(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Company; providedPROVIDED, that the Issuing Lender Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans exceeds the combined Commitments, (2) the participation of any Lender Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Lender Bank exceeds such LenderBank's Commitment, Commitment or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.