Common use of Commitment to Issue Letters of Credit Clause in Contracts

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof, each Issuing Lender agrees to issue Letters of Credit from time to time before the Letter of Credit Termination Date upon the request of the Borrower; provided that Deutsche Bank AG New York Branch shall not be obligated to issue Letters of Credit other than standby letters of credit in Dollars; provided further that, immediately after each Letter of Credit is issued (i) the Total Outstanding Amount shall not exceed the Total Commitments, (ii) unless otherwise agreed by the applicable Issuing Lender, the aggregate amount of Letter of Credit Liabilities attributable to Letters of Credit issued by the applicable Issuing Lender at such time shall not exceed such Issuing Lender’s Letter of Credit Commitment and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed the Letter of Credit Sublimit. Upon the date of issuance by an Issuing Lender of a Letter of Credit, the applicable Issuing Lender shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Lender, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion of its Applicable Percentage.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof, and so long as no Stop Issuance Notice is in effect, each Issuing Lender Bank in reliance upon the agreements of the other Banks set forth in this Section 2.18 agrees to issue Letters of Credit from time to time before the Letter of Credit Termination Date applicable to such Issuing Bank upon the request of the Borrower; provided that Deutsche Bank AG New York Branch shall not be obligated to issue Letters of Credit other than standby letters of credit in Dollars; provided further that, immediately after each Letter of Credit is issued (ix) the Total Outstanding Amount shall not exceed the Total aggregate amount of the Commitments, (ii) unless otherwise agreed by the applicable Issuing Lender, the aggregate amount of Letter of Credit Liabilities attributable to Letters of Credit issued by the applicable Issuing Lender at such time shall not exceed such Issuing Lender’s Letter of Credit Commitment and (iiiy) the aggregate amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit SublimitLiabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Lender Bank of a Letter of Credit, the applicable such Issuing Lender Bank shall be deemed, without further action by any party hereto, to have sold to each LenderBank, and each Lender Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing LenderBank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its Applicable Percentageparticipation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreement.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, each Issuing Lender agrees to issue Letters upon the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”), the L/C Issuer on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time before the Letter of Credit Termination Date upon the request of by the Borrower, and agreed to by the L/C Issuer; provided that Deutsche Bank AG New York Branch shall not be obligated to issue Letters of Credit other than standby letters of credit in Dollars; provided further provided, however, that, immediately after each Letter of Credit is issued giving effect to such request, (i) the Total Outstanding Amount shall not exceed the Total Commitments, (ii) unless otherwise agreed by the applicable Issuing Lender, sum of the aggregate amount of Letter of Credit Liabilities attributable to Letters of Credit issued by the applicable Issuing Lender at such time shall not exceed such Issuing Lender’s Letter of Credit Commitment Maximum Drawing Amount and (iii) the aggregate amount of the Letter of Credit Liabilities all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit SublimitSublimit at any time, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus the outstanding amount of Swing Line Loans shall not exceed the lesser of (x) the Total Commitment at such time and (y) the Borrowing Base at such time. Upon Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the issuance or amendment so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit issued for the account of the Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursed. (b) The L/C Issuer shall not issue any Letter of Credit, if: (i) Subject to §4.1.6, the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or (ii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. (c) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by an Issuing Lender of a its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the applicable Issuing Lender L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall be deemedprohibit, without further action by any party heretoor request that the L/C Issuer refrain from, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Lender, a participation in the issuance of letters of credit generally or such Letter of Credit and in particular or shall impose upon the related L/C Issuer with respect to such Letter of Credit Liabilities any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the proportion Restatement Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the L/C Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally; (iii) such Letter of Credit is to be denominated in a currency other than Dollars; (iv) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (v) a default of any Revolving Credit Lender’s obligations to fund under §4.1.4. exists or any Revolving Credit Lender is at such time a Delinquent Lender hereunder, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its Applicable Percentagesole discretion) with Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to §2.11.1(d)) with respect to such Delinquent Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Exposure as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion. (d) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (e) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (f) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in §14 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in §14 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof, each Issuing Lender Bank agrees to issue Letters of Credit from time to time before the Letter of Credit Termination Date upon the request of the Borrower; provided that Deutsche Bank AG New York Branch shall not be obligated to issue Letters of Credit other than standby letters of credit in Dollars; provided further that, immediately after each Letter of Credit is issued (i) the Total Outstanding Amount shall not exceed the Total Commitments, (ii) unless otherwise agreed by the applicable Issuing Lender, the aggregate amount of Letter of Credit Liabilities attributable to Letters of Credit issued by the applicable Issuing Lender at such time shall not exceed such Issuing Lender’s Letter of Credit Commitment and (iiiii) the aggregate amount of the Letter of Credit Liabilities shall not exceed the Letter of Credit Sublimit$200,000,000. Upon the date of issuance by an Issuing Lender Bank of a Letter of Credit, the applicable such Issuing Lender Bank shall be deemed, without further action by any party hereto, to have sold to each LenderBank, and each Lender Bank shall be deemed, without further action by any party hereto, to have purchased from such the Issuing LenderBank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the Total Commitment; provided that (i) if the scheduled Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding (because the Commitments of the other Banks have been extended in accordance with Section 2.01(c)), such Bank’s participation in such Letter of Credit shall terminate on such Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank and (ii) if and to the extent necessary to permit such redetermination of the participations in Letters of Credit within the limits of the Commitments which are not terminated on such date, the Borrower shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon its Applicable Percentagehaving done so.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof (and to the terms and conditions of any separate agreement between the Borrower and any Issuing Bank limiting the types of Letters of Credit to be issued by such Issuing Bank), each Issuing Lender Bank agrees to issue Letters of Credit in dollars from time to time before the Letter of Credit Termination Date upon the request of the Borrower; provided that Deutsche Bank AG New York Branch shall not be obligated to issue Letters of Credit other than standby letters of credit in Dollars; provided further that, immediately after each Letter of Credit is issued issued, (i) the Total Outstanding Amount shall not exceed the Total aggregate amount of the Commitments, (ii) unless otherwise agreed by the applicable Issuing Lender, the aggregate amount of Letter of Credit Liabilities attributable to Letters of Credit issued by the applicable such Issuing Lender at such time shall Bank will not exceed such Issuing Lender’s the Letter of Credit Commitment of such Issuing Bank and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed the Letter of Credit Sublimit$500,000,000. Upon the date of issuance by an Issuing Lender Bank of a Letter of Credit, the applicable Issuing Lender Bank shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from such the Issuing LenderBank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion of its Applicable PercentageCommitment bears to the aggregate Commitments.

Commitment to Issue Letters of Credit. (i) Subject to the terms and conditions hereof, and so long as no Stop Issuance Notice is in effect, each Issuing Lender Bank agrees to issue Letters of Credit from time to time before the Letter of Credit Termination Date upon the request of the Borrower; provided that Deutsche Bank AG New York Branch shall not be obligated to issue Letters of Credit other than standby letters of credit in Dollars; provided further that, immediately after each Letter of Credit is issued (i) the Total Outstanding Amount aggregate amount of the Revolving Outstandings shall not exceed the Total Commitments, (ii) unless otherwise agreed by the applicable Issuing Lender, the aggregate amount of Letter of Credit Liabilities attributable to Letters of Credit issued by the applicable Issuing Lender at such time shall not exceed such Issuing Lender’s Letter of Credit Commitment Revolving Commitments and (iiiii) the aggregate amount of the Letter of Credit Liabilities shall not exceed the Letter of Credit Sublimit$400,000,000. Upon the date of issuance by an Issuing Lender Bank of a Letter of Credit, the applicable Issuing Lender Bank shall be deemed, without further action by any party hereto, to have sold to each Revolving Lender, and each Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such the Issuing LenderBank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Revolving Commitment bears to the aggregate Revolving Commitments. (ii) On the Closing Date, without further action by any party hereto, each Issuing Bank that has issued an Existing Letter of Credit shall be deemed to have granted to each Revolving Lender, and each Revolving Lender shall be deemed to have acquired from such Issuing Bank, a participation in each Existing Letter of Credit and the related Letter of Credit Liabilities in the proportion its Applicable Percentagerespective Revolving Commitment bears to the aggregate Revolving Commitments, all on the same terms and conditions as if such Existing Letters of Credit had been issued on the Closing Date pursuant to Section 2.16(a)(i).

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof, each Issuing Lender agrees to issue Letters of Credit from time to time before on a date not less than 30 days prior to the Letter of Credit Termination Date upon the request of the each Borrower; provided that Deutsche Bank AG New York Branch shall not be obligated to issue Letters of Credit other than standby letters of credit in Dollars; provided further that, immediately after each Letter of Credit is issued issued, (i) the Total Outstanding Amount shall not exceed the Total aggregate amount of the Commitments, (ii) unless otherwise agreed by the applicable Issuing Lender, the aggregate amount of Letter of Credit Liabilities attributable to Letters of Credit issued by the applicable Issuing Lender at such time all Lenders shall not exceed such Issuing Lender’s Letter of Credit Commitment and $1,200,000,000, (iii) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued by the Issuing Lender shall not exceed $300,000,000 and (iv) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Letter Maximum Availability of Credit Sublimitsuch Borrower. Upon the date of issuance by an Issuing Lender of a Letter of Credit, the applicable Issuing Lender shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from such the Issuing Lender, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Letters of its Applicable PercentageCredit outstanding under the Existing Credit Agreement on the Effective Date shall be deemed to be issued on such date under this Agreement.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof, each Issuing Lender agrees to issue Letters of Credit from time to time from and after the Closing Date and before the Letter of Credit Termination Date upon the request of the BorrowerCompany; provided that Deutsche Bank AG New York Branch shall not be obligated to issue Letters of Credit other than standby letters of credit in Dollars; provided further that, immediately after each Letter of Credit is issued (i) the Total Outstanding Amount shall not exceed the Total aggregate amount of the Commitments, (ii) unless otherwise agreed by the applicable Issuing Lender, the aggregate amount of Letter of Credit Liabilities attributable to Letters of Credit issued by the applicable Issuing Lender at such time shall not exceed such Issuing Lender’s Letter of Credit Commitment and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed the Letter of Credit Sublimit$300,000,000. Upon the date of issuance by an Issuing Lender of a Letter of Credit, the applicable such Issuing Lender shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from such the applicable Issuing Lender, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion of its Applicable Percentage.respective Commitment bears to the aggregate

Commitment to Issue Letters of Credit. (i) Subject to the terms and conditions hereof, and so long as no Stop Issuance Notice is in effect, each Issuing Lender Bank agrees to issue Letters of Credit from time to time before the Letter of Credit Termination Date upon the request of the Borrower; provided that Deutsche Bank AG New York Branch shall not be obligated to issue Letters of Credit other than standby letters of credit in Dollars; provided further that, immediately after each Letter of Credit is issued (i) the Total Outstanding Amount aggregate amount of the Revolving Outstandings shall not exceed the Total Commitments, (ii) unless otherwise agreed by the applicable Issuing Lender, the aggregate amount of Letter of Credit Liabilities attributable to Letters of Credit issued by the applicable Issuing Lender at such time shall not exceed such Issuing Lender’s Letter of Credit Commitment Revolving Commitments and (iiiii) the aggregate amount of the Letter of Credit Liabilities shall not exceed the Letter of Credit Sublimit$400,000,000. Upon the date of issuance by an Issuing Lender Bank of a Letter of Credit, the applicable Issuing Lender Bank shall be deemed, without further action by any party hereto, to have sold to each Revolving Lender, and each Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such the Issuing LenderBank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Revolving Commitment bears to the aggregate Revolving Commitments. (ii) On the Closing Date, without further action by any party hereto, each Issuing Bank that has issued an Existing Letter of Credit shall be deemed to have granted to each Revolving Lender, and each Revolving Lender shall be deemed to have acquired from such Issuing Bank, a participation in each Existing Letter of Credit and the related Letter of Credit Liabilities in the proportion its Applicable Percentage.respective Revolving Commitment bears to the aggregate Revolving Commitments, all on the same terms and conditions as if such Existing Letters of Credit had been issued on the Closing Date pursuant to Section 2.16(a)(i). Table of Contents

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof, each Issuing Lender agrees to issue Letters of Credit from time to time before the Letter of Credit Termination Date upon the request of the Borrower; provided that Deutsche Bank AG New York Branch shall not be obligated to issue Letters of Credit other than standby letters of credit in Dollars; provided further that, immediately after each Letter of Credit is issued (i) the Total Outstanding Amount shall not exceed the Total Commitments, (ii) unless otherwise agreed by the applicable Issuing Lender, the aggregate amount of Letter of Credit Liabilities attributable to Letters of Credit issued by the applicable Issuing Lender at such time shall not exceed such Issuing Lender’s 's Letter of Credit Commitment and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed the Letter of Credit Sublimit$50,000,000. Upon the date of issuance by an Issuing Lender of a Letter of Credit, the applicable Issuing Lender shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Lender, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion of its Applicable Percentage.