Common use of Existing Letters of Credit Clause in Contracts

Existing Letters of Credit. On the Effective Date, without further action by any party hereto, (x) the Deposit Issuing Bank shall be deemed to have granted to each Deposit Lender, and each Deposit Lender shall be deemed to have acquired from the Deposit Issuing Bank, a participation in each Existing Deposit Letter of Credit equal to such Lender’s Deposit Percentage of (A) the aggregate amount available to be drawn under such Existing Deposit Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof; and (y) each Revolving Issuing Bank that has issued an Existing Revolving 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 such Existing Revolving Letter of Credit equal to such Lender’s Revolving Percentage of (A) the aggregate amount available to be drawn under such Existing Revolving Letter of Credit, as applicable, and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof. With respect to each Existing Letter of Credit (i) if the relevant Issuing Bank has heretofore sold a participation therein to a Lender, such Issuing Bank and such Lender agree that such participation shall be automatically canceled on the Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of such participation on or prior to the Effective Date. On and after the Effective Date, each such Existing Letter of Credit shall be a Letter of Credit issued hereunder.

Existing Letters of Credit. Pursuant to Section 2.04 of the Existing Credit Agreement, the Issuing Banks have issued various “Letters of Credit” under and as defined in the Existing Credit Agreement. On the Effective Date, subject to the satisfaction of the conditions precedent set forth in Article IV, each of such “Letters of Credit” under the Existing Credit Agreement (including the DB Letter of Credit) shall automatically, and without further any action by on the part of any party heretoPerson, become a Letter of Credit hereunder (x) the Deposit Borrower hereby assuming the obligations of the “Borrower” under the Existing Credit Agreement in respect of such “Letters of Credit”), and each of the “Issuing Banks” under the Existing Credit Agreement that is an Issuing Bank hereunder hereby unconditionally releases each “Revolving Credit Lender” under the Existing Credit Agreement from any liability under such “Revolving Credit Lender’s” participation under the Existing Credit Agreement in respect of such Letter of Credit. It is agreed that as of the Effective Date, JPMorgan Chase Bank, N.A., Citibank, N.A. and Mizuho Bank, Ltd., each as an Issuing Bank, shall be deemed to have granted be an Issuing Bank on a several and not joint basis with respect to each Deposit Lender20%, 40% and each Deposit Lender shall be deemed to have acquired from the Deposit Issuing Bank40% respectively, a participation in each Existing Deposit of Letter of Credit equal No. P-622662 previously issued under the Existing Credit Agreement and outstanding hereunder on the Effective Date pursuant to such Lender’s Deposit Percentage of this clause (Aj) (and any issuing banks under the aggregate amount available to be drawn under such Existing Deposit Letter of Credit and Agreement (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof; and (y) each Revolving Issuing Bank that has issued an Existing Revolving 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 such Existing Revolving Letter of Credit equal to such Lender’s Revolving Percentage of (A) the aggregate amount available to be drawn under such Existing Revolving Letter of Creditother than, as applicable, JPMorgan Chase Bank, N.A., Citibank, N.A. and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof. With Mizuho Bank, Ltd.), shall cease to be issuing banks with respect to each Existing Letter such letter of Credit (i) if the relevant Issuing Bank has heretofore sold a participation therein to a Lender, such Issuing Bank and such Lender agree that such participation shall be automatically canceled credit on the Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of such participation on or prior to the Effective Date. On and after the Effective Date, each such Existing Letter of Credit shall be a Letter of Credit issued hereunder).

Existing Letters of Credit. On the Effective Date, each Issuing Lender that has issued an Existing Letter of Credit shall be deemed, without further action by any party hereto, (x) the Deposit Issuing Bank shall be deemed to have granted sold to each Deposit Lender, and each Deposit Lender shall be deemed deemed, without further action by any party hereto, to have acquired purchased from the Deposit Issuing BankLender, a participation in each Existing Deposit Letter of Credit equal to such Lender’s Deposit Percentage of (A) the aggregate amount available to be drawn under such Existing Deposit Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof; and (y) each Revolving Issuing Bank that has issued an Existing Revolving related 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 such Existing Revolving Letter of Credit equal to such Lender’s Revolving Percentage of (A) the aggregate amount available to be drawn under such Existing Revolving Letter of Credit, as applicable, and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof. With respect to each Existing Letter of Credit (i) if the relevant Issuing Bank has heretofore sold a participation therein to a Lender, such Issuing Bank and such Lender agree that such participation shall be automatically canceled on the Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of such participation on or prior Liabilities to the Effective Dateextent of its Applicable Percentage. On and after the Effective Date, each Existing Letter of Credit shall constitute a Letter of Credit for all purposes hereof. An Existing Letter of Credit may contain a statement to the effect that such Existing Letter of Credit is issued for the account of a Subsidiary of the Borrower; provided, however, that notwithstanding such statement, the Borrower shall be a the actual account party for all purposes of this Credit Agreement for such Existing Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Existing Letter of Credit. The Existing Letters of Credit include certain Letters of Credit denominated in certain currencies other than Dollars. Notwithstanding the limitation in Section 2.12(b) that Letters of Credit issued hereunderpursuant to this Agreement shall be denominated solely in Dollars, such Existing Letters of Credit (and renewals and extensions thereof) may be maintained in the respective currencies in which they are currently denominated pursuant to procedures mutually satisfactory to the Borrower, the Issuing Lender and the Administrative Agent pursuant to which the Dollar equivalent thereof shall be determined from time to time and such Dollar equivalent shall be utilized for purposes of determining the rights and obligations of the Lenders hereunder with respect to such Existing Letters of Credit; provided that (i) in no event shall any Lender be required to make payment hereunder in any currency other than Dollars, (ii) in no event shall any change in the Dollar equivalent of any such Existing Letter of Credit cause the Total Outstanding Amount to exceed the Total Commitment and (iii) the foregoing shall not affect the obligation of the Borrower to reimburse the Issuing Lender for any drawing under any such Existing Letter of Credit in the currency in which such drawing was made.

Existing Letters of Credit. On the Effective Date, without further action by any party hereto, (x) the Deposit Issuing Bank shall be deemed to have granted to each Deposit Lender, and each Deposit Lender shall be deemed to have acquired from the Deposit Issuing Bank, a participation in each Existing Deposit Letter of Credit listed in Part A of Schedule 4 equal to such Lender’s Deposit Percentage of (A) the aggregate amount available to be drawn under such Existing Deposit Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof; and (y) each Revolving Issuing Bank that has issued an Existing Revolving Letter of Credit listed in Part B of Schedule 4 or an Additional Covered 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 such Existing Revolving Letter of Credit and each such Additional Covered Letter of Credit equal to such Lender’s Revolving Percentage of (A) the aggregate amount available to be drawn under such Existing Revolving Letter of Credit or such Additional Covered Letter of Credit, as applicable, and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofof such Existing Letter of Credit or such Additional Covered Letter of Credit, as applicable. With respect to each Existing Letter of Credit and each Additional Covered Letter of Credit (i) if the relevant Issuing Bank has heretofore sold a participation therein to a Lender, such Issuing Bank and such Lender agree that such participation shall be automatically canceled on the Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of such participation on or prior to the Effective Date. On and after the Effective Date, each such Existing Letter of Credit and each Additional Covered Letter of Credit shall be a Letter of Credit issued hereunder.

Existing Letters of Credit. On the Effective Date, without further action by any party hereto, (x) the Deposit Issuing Bank shall be deemed to have granted to each Deposit Lender, and each Deposit Lender shall be deemed to have acquired from the Deposit Issuing Bank, a participation in each Existing Deposit Letter of Credit equal to such Lender’s Deposit Percentage of (A) the aggregate amount available to be drawn under such Existing Deposit Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof; and (y) each Revolving Issuing Bank The parties hereto acknowledge that has issued an Existing Revolving 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 such Existing Revolving Letter of Credit equal to such Lender’s Revolving Percentage of (A) the aggregate amount available to be drawn under such Existing Revolving Letter of Credit, as applicable, and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof. With respect to each Existing Letter of Credit (i) if the relevant Issuing Bank has heretofore sold a participation therein to a Lender, such Issuing Bank and such Lender agree that such participation shall be automatically canceled on the Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of such participation on or prior to the Effective Date. On and after the Effective Closing Date, each such Existing Letter of Credit shall be a Letter of Credit issued hereunderby the Issuing Bank shown as the issuer thereof on Schedule 1.01B for the account of the relevant Existing LC Subsidiary in the case of the Existing Subsidiary Letters of Credit, and for the account of the Borrower in the case of all other Existing Letters of Credit. Any Letter of Credit issued by Wachovia Bank, National Association, or First Union National Bank shall be deemed to be a Letter of Credit issued by Wxxxx Fargo. OLP “B” hereby pledges, assigns, transfers and delivers to Wxxxx Fargo, as the Issuing Bank that has issued the Bond Letter of Credit, all its right, title and interest to all Bonds purchased with funds drawn under the Bond Letter of Credit (the “Pledged Bonds”), and hereby grants to such Issuing Bank a first lien on, and security interest in, its rights, title and interest in and to the Pledged Bonds, the interest thereon and all proceeds thereof or substitutions therefor, as collateral security for the prompt and complete payment when due of the amounts payable in respect of the Bond Letter of Credit. During such time as any Bonds are Pledged Bonds, the Issuing Bank that has issued the Bond Letter of Credit shall be entitled to exercise all of the rights of a holder of Bonds with respect to voting, consenting and directing the Trustee as if such Issuing Bank were the owner of such Bonds, and OLP “B” hereby grants and assigns to such Issuing Bank all such rights.

Existing Letters of Credit. On the Effective Closing Date, (A) each Existing Letter of Credit, to the extent outstanding, shall automatically and without further action by any party hereto, (x) the Deposit Issuing Bank shall be deemed to have granted to each Deposit Lender, and each Deposit Lender shall be deemed to have acquired from the Deposit Issuing Bank, converted into a participation in each Existing Deposit Letter of Credit equal Issued pursuant to such Lender’s Deposit Percentage this Agreement for the account of the Borrower (Aand its Borrower Group) as set forth on Schedule 1.1(c)(viii) and subject to the aggregate amount available provisions hereof, and, for this purpose, other than as expressly set forth below, fees in respect thereof pursuant to subsection 1.9(c) shall be drawn under payable as if such Existing Deposit Letter Letters of Credit and had been Issued on the Closing Date, (B) the aggregate amount Lenders set forth on Schedule 1.1(c)(viii), or their respective designated Affiliates who are L/C Issuers, or, in the case of any outstanding reimbursement obligations in GE Capital, such financial institutions designated by GE Capital as the L/C Issuer with respect thereof; and (y) each Revolving Issuing Bank that has issued an to one or more applicable Existing Revolving 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 such Existing Revolving Letter of Credit equal to such Lender’s Revolving Percentage of (A) the aggregate amount available to be drawn under such Existing Revolving Letter Letters of Credit, as applicable, and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof. With with respect to each Existing Letter of Credit (i) if the relevant Issuing Bank has heretofore sold a participation therein to a Lender, such Issuing Bank and such Lender agree that such participation shall be automatically canceled on the Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of such participation on or prior to the Effective Date. On and after the Effective Date, each such Existing Letter of Credit, shall be deemed to be the L/C Issuer with respect to such Existing Letters of Credit as rolled over under the preceding subclause (A), (C) such Letters of Credit shall each be included in the calculation of the applicable Borrower Group’s Letter of Credit Obligations and (D) all liabilities of the applicable Credit Parties with respect to such Existing Letters of Credit shall constitute Obligations hereunder. No Existing Letter of Credit converted in accordance with this clause (viii) shall be amended, extended or renewed except in accordance with the terms hereof. Notwithstanding anything contained herein to the contrary, the Borrowers of the relevant Borrower Group shall not be required to pay any additional issuance fees with respect to the Issuance of such Existing Letter of Credit solely as a result of such letter of credit being converted to a Letter of Credit issued hereunder; it being understood that the other fees set forth in subsection 1.9(c) shall otherwise apply to such Existing Letters of Credit.

Existing Letters of Credit. On Notwithstanding anything to the Effective contrary herein, as of the Closing Date, without further action by any party hereto, (x) all of the Deposit Issuing Bank shall be deemed to have granted to each Deposit Lender, and each Deposit Lender shall be deemed to have acquired from the Deposit Issuing Bank, a participation in each Existing Deposit Letter of Credit equal to such Lender’s Deposit Percentage of (A) the aggregate amount available to be drawn under such Existing Deposit Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof; and (y) each Revolving Issuing Bank that has issued an Existing Revolving Letter Letters of Credit shall be deemed to have granted be Letters of Credit issued hereunder and shall be subject to each Revolving Lenderall of the terms and provisions of this Agreement and the other Priority Secured Loan Documents, including all terms and provisions of this Agreement and the other Priority Secured Loan Documents applicable to Letters of Credit issued hereunder, and each Revolving Lender person liable as an account party thereunder shall be automatically released and Company shall be deemed to have acquired be the account party for all purposes thereunder and hereunder. Each Lender agrees that its obligations with respect to Letters of Credit pursuant to this Section 3 shall include the Existing Letters of Credit and Company hereby (a) represents, warrants, agrees, covenants and reaffirms that it has no (and it permanently and irrevocably waives and releases Administrative Agent and Lenders from such Issuing Bankany, a participation to the extent arising on or prior to the Closing Date) defense, set off, claim or counterclaim against Administrative Agent or any Lender in each regard to its Obligations in respect of such Existing Revolving Letter Letters of Credit equal and (b) reaffirms its obligation to such Lender’s Revolving Percentage of (A) the aggregate amount available to be drawn reimburse Issuing Lender for honored drawings under such Existing Revolving Letter Letters of Credit, as applicable, Credit in accordance with the terms and (B) provisions of this Agreement and the aggregate amount other Priority Secured Loan Documents applicable to Letters of any outstanding reimbursement obligations in respect thereofCredit issued hereunder. With respect to each Existing Letter of Credit (i) if Credit, for the relevant Issuing Bank has heretofore sold a participation therein to a Lender, such Issuing Bank and such Lender agree that such participation shall be automatically canceled period commencing on the Effective Closing Date to and (ii) if including the relevant Issuing Bank has heretofore sold a participation therein to expiration date of any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of such participation on or prior to the Effective Date. On and after the Effective Date, each such Existing Letter of Credit Credit, Company shall be a pay all fees and commissions set forth in subsection 3.2 at the times and in the manner set forth therein. Except to the extent otherwise set forth in this Section 3, BTCo, as Issuing Lender for the Existing Letters of Credit, shall not have any obligation to extend or renew any Existing Letter of Credit issued hereunderCredit.

Existing Letters of Credit. Pursuant to the Original Credit Agreement, Prior Issuing Bank has issued prior to the date hereof, and there are currently outstanding, those certain Letters of Credit described in Schedule 4.4 hereto (as the same may be extended or amended (but not increased) by Prior Issuing Bank in accordance with this Agreement, the "Existing Letters of Credit"). The Existing Letters of Credit shall remain outstanding after the date of this Agreement and, from and after the date of this Agreement, shall constitute Facility Letters of Credit for all purposes under this Agreement and shall be subject to all terms and conditions hereof. On the Effective Datedate hereof, without further action by any party heretosimultaneously with the payment made to the Prior Banks under Section 5.1(ix), (x) the Deposit participation of the Prior Banks in the Existing Letters of Credit shall terminate and Prior Issuing Bank shall be deemed to have granted to each Deposit Lendersold and transferred, and each Deposit Lender Bank shall be deemed to have acquired irrevocably and unconditionally purchased and received from the Deposit Prior Issuing Bank, a participation in each Existing Deposit Letter of Credit equal to such Lender’s Deposit Percentage of (A) case without further action on the aggregate amount available to be drawn under such Existing Deposit Letter of Credit and (B) the aggregate amount part of any outstanding reimbursement obligations Person, an undivided interest and participation (ratably in respect thereof; and (y) each Revolving Issuing Bank that has issued an Existing Revolving Letter of Credit shall be deemed proportion 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 such Existing Revolving Letter of Credit equal to such Lender’s Revolving Percentage of (A) the aggregate amount available to be drawn under such Existing Revolving Letter of Credit, as applicable, and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof. With respect to each Existing Letter of Credit (i) if the relevant Issuing Bank has heretofore sold a participation therein to a Lender, such Issuing Bank and such Lender agree ratio that such participation shall be automatically canceled on the Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of such participation on or prior Bank's Commitment bears to the Effective Date. On and after the Effective Date, Aggregate Commitment) in each such Existing Letter of Credit. Each Bank severally agrees to fund any disbursements by the Prior Issuing Bank pursuant to the Existing Letters of Credit by funding in accordance with Section 4.6. Prior Issuing Bank shall be a have all of the rights, duties and obligations of the Issuing Bank but solely with respect to the Existing Letters of Credit. Prior Issuing Bank shall not have the right, duty or obligation to issue any Facility Letters of Credit other than the Existing Letters of Credit heretofore issued and shall not increase the face amount of any Existing Letter of Credit issued hereunderCredit. Upon request by Borrower, Prior Issuing Bank may extend or otherwise amend (but without increasing the face amount thereof) any Existing Letter of Credit, subject to and in accordance with the provisions of this Agreement. Prior Issuing Bank joins in this Agreement solely for the purposes set forth in this Section 4.4(f) and does not hold any Commitment or any other interest as a Bank hereunder except the rights, duties and obligations as Issuing Bank with respect to the Existing Letters of Credit.

Existing Letters of Credit. On the Effective Date, without further action by any party hereto, (x) the Deposit Issuing Bank shall be deemed to have granted to each Deposit Lender, and each Deposit Lender shall be deemed to have acquired from the Deposit Issuing Bank, a participation in each Existing Deposit Letter of Credit equal to such Lender’s Deposit Percentage of (A) the aggregate amount available to be drawn under such Existing Deposit Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof; and (y) each Revolving Issuing Bank The parties hereto acknowledge that has issued an Existing Revolving 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 such Existing Revolving Letter of Credit equal to such Lender’s Revolving Percentage of (A) the aggregate amount available to be drawn under such Existing Revolving Letter of Credit, as applicable, and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof. With respect to each Existing Letter of Credit (i) if the relevant Issuing Bank has heretofore sold a participation therein to a Lender, such Issuing Bank and such Lender agree that such participation shall be automatically canceled on the Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of such participation on or prior to the Effective Date. On and after the Effective Closing Date, each such Existing Letter of Credit shall be a Letter of Credit issued hereunderby the Issuing Bank shown as the issuer thereof on Schedule 1.01B (as such Schedule may be updated by the Borrower on or prior to the Closing Date to reflect additional letters of credit issued by an Issuing Bank for the account of the Borrower or any of its Subsidiaries between the Effective Date and the Closing Date) for the account of the relevant Existing LC Subsidiary in the case of the Existing Subsidiary Letters of Credit, and for the account of the Borrower in the case of all other Existing Letters of Credit. Any Letter of Credit issued by Wachovia Bank, National Association, or First Union National Bank shall be deemed to be a Letter of Credit issued by Xxxxx Fargo. OLP “B” hereby pledges, assigns, transfers and delivers to Xxxxx Fargo, as the Issuing Bank that has issued the Bond Letter of Credit, all its right, title and interest to all Bonds purchased with funds drawn under the Bond Letter of Credit (the “Pledged Bonds”), and hereby grants to such Issuing Bank a first lien on, and security interest in, its rights, title and interest in and to the Pledged Bonds, the interest thereon and all proceeds thereof or substitutions therefor, as collateral security for the prompt and complete payment when due of the amounts payable in respect of the Bond Letter of Credit. During such time as any Bonds are Pledged Bonds, the Issuing Bank that has issued the Bond Letter of Credit shall be entitled to exercise all of the rights of a holder of Bonds with respect to voting, consenting and directing the Trustee as if such Issuing Bank were the owner of such Bonds, and OLP “B” hereby grants and assigns to such Issuing Bank all such rights.

Existing Letters of Credit. On the Effective Date, each Issuing Lender that has issued an Existing Letter of Credit shall be deemed, without further action by any party hereto, (x) the Deposit Issuing Bank shall be deemed to have granted sold to each Deposit Lender, and each Deposit Lender shall be deemed deemed, without further action by any party hereto, to have acquired purchased from the Deposit Issuing BankLender, a participation in each Existing Deposit Letter of Credit equal to such Lender’s Deposit Percentage of (A) the aggregate amount available to be drawn under such Existing Deposit Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof; and (y) each Revolving Issuing Bank that has issued an Existing Revolving related 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 such Existing Revolving Letter of Credit equal to such Lender’s Revolving Percentage of (A) the aggregate amount available to be drawn under such Existing Revolving Letter of Credit, as applicable, and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof. With respect to each Existing Letter of Credit (i) if the relevant Issuing Bank has heretofore sold a participation therein to a Lender, such Issuing Bank and such Lender agree that such participation shall be automatically canceled on the Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of such participation on or prior Liabilities to the Effective Dateextent of its Applicable Percentage. On and after the Effective Date, each Existing Letter of Credit shall constitute a Letter of Credit for all purposes hereof. An Existing Letter of Credit may contain a statement to the effect that such Existing Letter of Credit is issued for the account of a Subsidiary of the Borrower; provided, however, that notwithstanding such statement, the Borrower shall be a the actual account party for all purposes of this Credit Agreement for such Existing Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Existing Letter of Credit. The Existing Letters of Credit include certain Letters of Credit denominated in certain currencies other than Dollars. Notwithstanding the limitation in ‎Section 2.12(b) that Letters of Credit issued hereunderpursuant to this Agreement shall be denominated solely in Dollars, such Existing Letters of Credit (and renewals and extensions thereof) may be maintained in the respective currencies in which they are currently denominated pursuant to procedures mutually satisfactory to the Borrower, the Issuing Lender and the Administrative Agent pursuant to which the Dollar equivalent thereof shall be determined from time to time and such Dollar equivalent shall be utilized for purposes of determining the rights and obligations of the Lenders hereunder with respect to such Existing Letters of Credit; provided that (i) in no event shall any Lender be required to make payment hereunder in any currency other than Dollars, (ii) in no event shall any change in the Dollar equivalent of any such Existing Letter of Credit cause the Total Outstanding Amount to exceed the Total Commitment and (iii) the foregoing shall not affect the obligation of the Borrower to reimburse the Issuing Lender for any drawing under any such Existing Letter of Credit in the currency in which such drawing was made.

Existing Letters of Credit. On The Existing Letters of Credit have been previously deemed to continue as Letters of Credit issued pursuant to Section 2.06 for the Effective account of Borrower and subject to the provisions hereof, and for this purpose (i) fees in respect thereof pursuant to Section 2.12(b) shall be payable (in substitution for any fees set forth in the applicable letter of credit reimbursement agreements or applications relating to the Existing Letters of Credit, except to the extent that such fees are also payable pursuant to Section 2.12(b)) as if the Existing Letters of Credit had been issued on the Closing Date, without further action by any party hereto, (xii) the Deposit Issuing Bank shall be deemed to have granted to each Deposit Lender, and each Deposit Lender shall be deemed to have acquired from the Deposit Issuing Bank, a participation in each Existing Deposit Letter of Credit equal to such Lender’s Deposit Percentage of (A) the aggregate amount available to be drawn under such Existing Deposit Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof; and (y) each Revolving Issuing Bank that has issued an Existing Revolving Letter Letters of Credit shall be deemed included in the calculation of LC Obligations and (iii) all liabilities of Borrower with respect to have granted the Existing Letters of Credit shall constitute Facility Obligations. The Existing Letters of Credit shall not be extended or renewed, except pursuant to each Revolving Lender, and each Revolving Lender shall be deemed to have acquired from such Issuing Bank, a participation customary automatic extension provisions in each such Existing Revolving existence on the date hereof or unless the Letter of Credit equal to such Lender’s Revolving Percentage of (A) the aggregate amount available to be drawn under such Existing Revolving Letter of Credit, issuer is a Lender and has been validly appointed as applicable, and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof. With respect to each Existing Letter of Credit (i) if the relevant an Issuing Bank has heretofore sold a participation therein to a Lender, such Issuing Bank and such Lender agree that such participation shall be automatically canceled on the Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of such participation on or hereunder prior to the Effective DateSECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT requested extension or renewal. On and after Notwithstanding the Effective Dateforegoing, each such Borrower shall not be required to pay any additional issuance fees with respect to the issuance of the Existing Letter Letters of Credit shall be solely as a result of such letters of credit being converted to a Letter of Credit issued hereunder, it being understood that the fronting, participation and other fees set forth in Section 2.12(b) shall otherwise apply to the Existing Letters of Credit.

Existing Letters of Credit. On The Loan Parties, the L/C Administrator and the Lenders agree that, as of the Effective Date, without further action (i) each Existing Letter of Credit described on Schedule 2.03 which is a Several Letter of Credit issued for the account of any Loan Party under the Existing Credit Agreement and which remains outstanding as of the Effective Date (as amended as contemplated by Section 4.01(f)) shall (A) be deemed issued and continued under this Agreement as of the Effective Date as a “Several Letter of Credit” all as set forth on such schedule and (B) shall constitute a “Several Letter of Credit” for all purposes hereof and (ii) each of the Existing Letters of Credit described on Schedule 2.03 which is a Fronted Letter of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Fronted Letter of Credit issued and outstanding hereunder, provided that the L/C Exposure in respect of any party heretoFronted Letters of Credit shall be automatically reallocated among the Lenders as of the Effective Date based on their Applicable Percentage after giving effect to the Effective Date. For the avoidance of doubt, (x) concurrently with or promptly following the Deposit Issuing Bank effectiveness of this Agreement, the L/C Administrator shall amend each Existing Letter of Credit which is a Several Letter of Credit to reflect the new Applicable Percentages of the applicable Lenders as of the Effective Date; provided that, until each such Several Letter of Credit has been so amended, the Lenders shall be deemed to have granted to each Deposit Lender, irrevocably and each Deposit Lender shall be deemed to have acquired from the Deposit Issuing Bank, a participation unconditionally sold and purchased participations in each Existing Deposit Letter of Credit equal to such Lender’s Deposit Percentage of (A) the aggregate amount available to be drawn under such Existing Deposit Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof; and (y) each Revolving Issuing Bank that has issued an Existing Revolving 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 such Existing Revolving Letter of Credit equal to such Lender’s Revolving Percentage of (A) the aggregate amount available to be drawn under such Existing Revolving Letter of Credit, as applicable, and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof. With respect to each Existing Letter Several Letters of Credit (including each drawing made thereunder and the obligations of the Loan Parties under this Agreement with respect thereto and any Collateral or other security therefor or guaranty pertaining thereto) as necessary to give effect to the Applicable Percentages of the Lenders as of the Effective Date. (o) Upon a Lender becoming a Participating Bank, it shall (i) if promptly deliver a Participating Notice to the relevant Issuing Bank has heretofore sold a participation therein to a LenderBorrower, such Issuing Bank the Administrative Agent and such Lender agree that such participation shall be automatically canceled on the Effective Date L/C Administrator and (ii) if the relevant Issuing Bank has heretofore sold use its commercially reasonable efforts to cause a participation therein to any bank or financial institution that Lender which is not a Lender, Participating Bank to act as a Fronting Bank for such Issuing Participating Bank shall procure the termination with respect to Several Letters of such participation on or prior to the Effective Date. On and after the Effective Date, each such Existing Letter of Credit shall be a Letter of Credit issued hereunderCredit.

Existing Letters of Credit. On Subject to the terms and conditions hereof and of the Amended Credit Agreement, (i) the parties hereto agree that each of the Letters of Credit set forth on Schedule C attached hereto and made a part hereof (the “Existing Letters of Credit”) that is outstanding on the Amendment Effective DateDate shall, effective as of the Amendment Effective Date and without any further action by the Credit Parties, UBS in its capacity as the applicable Letter of Credit Issuer, the Lenders or any party heretoother Person, be continued as a Letter of Credit under the Amended Credit Agreement, from and after the Amendment Effective Date be deemed a Letter of Credit for all purposes under the Amended Credit Agreement and be subject to and governed by the terms and conditions of the Amended Credit Agreement, in each case until such Existing Letter of Credit expires in accordance with its terms or is otherwise canceled and returned to UBS and (xii) solely in respect of the Deposit Issuing Bank Existing Letters of Credit, UBS shall, effective as of the Amendment Effective Date and without any further action by the Credit Parties, UBS in its capacity as the applicable Letter of Credit Issuer, the Lenders or any other Person, continue as a Letter of Credit Issuer under the Amended Credit Agreement solely in respect of the Existing Letters of Credit, from and after the Amendment Effective Date be deemed a Letter of Credit Issuer solely in respect of the Existing Letters of Credit for all purposes under the Amended Credit Agreement and be subject to and governed by, and have the rights, powers, privileges and duties of a Letter of Credit Issuer solely in respect of the Existing Letters of Credit pursuant the terms and conditions of, the Amended Credit Agreement. Each Revolving Credit Lender acknowledges and agrees that, on and as of the Amendment Effective Date and without any further action by the Credit Parties, UBS in its capacity as the applicable Letter of Credit Issuer, the Lenders or any other Person, all outstanding L/C Participations in Existing Letters of Credit shall be canceled and UBS in its capacity as a Letter of Credit Issuer in respect of the Existing Letters of Credit shall be deemed to have granted sold and transferred to each Deposit LenderRevolving Credit Lender (after giving effect to this Amendment), and each Deposit such Revolving Credit Lender shall be deemed irrevocably and unconditionally to have acquired purchased and received from UBS in its capacity as a Letter of Credit Issuer in respect of the Deposit Issuing BankExisting Letters of Credit, a participation an L/C Participation in each Existing Deposit Letter of Credit issued by UBS and outstanding on and as of the Amendment Effective Date equal to such Revolving Credit Lender’s Deposit Revolving Credit Commitment Percentage (calculated after giving effect to the effectiveness of (Athe 2019 Revolving Credit Commitments under the Amended Credit Agreement) of the aggregate amount available to be drawn under such Existing Deposit Letter of Credit. Such L/C Participation shall be governed by the terms of Sections 3.3 and 3.4 of the Amended Credit Agreement. Notwithstanding anything to the contrary contained herein, in the Amended Credit Agreement or any other Credit Document or otherwise, it is understood and agreed that, effective as of the Amendment Effective Date, UBS shall have no Letter of Credit Commitment or other commitment or obligation to issue any additional Letters of Credit under the Amended Credit Agreement or to extend or renew any Existing Letter of Credit and (B) the aggregate amount Credit Parties hereby agree not to extend or renew any of any outstanding reimbursement obligations in respect thereof; and (y) each Revolving Issuing Bank that has issued an the Existing Revolving 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 such Existing Revolving Letter of Credit equal to such Lender’s Revolving Percentage of (A) the aggregate amount available to be drawn under such Existing Revolving Letter Letters of Credit, as applicable, and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof. With respect to each Existing Letter of Credit (i) if the relevant Issuing Bank has heretofore sold a participation therein to a Lender, such Issuing Bank and such Lender agree that such participation shall be automatically canceled on the Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of such participation on or prior to the Effective Date. On and after the Effective Date, each such Existing Letter of Credit shall be a Letter of Credit issued hereunder.

Existing Letters of Credit. On Certain letters of credit issued for the account of the Company by Fleet National Bank N.A., SunTrust Bank, Wachovia Bank, National Association, and Deutsche Bank AG New York Branch and outstanding on the Effective Date are identified on Schedule 2.06 (the “Existing YRC Letters of Credit”). As of the Effective Date, without further action by any party hereto, (xi) the Deposit Issuing Bank shall be deemed to have granted to each Deposit Lender, and each Deposit Lender shall be deemed to have acquired from the Deposit Issuing Bank, a participation in each Existing Deposit Letter of Credit equal to such Lender’s Deposit Percentage of (A) the aggregate amount available to be drawn under such Existing Deposit Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof; and (y) each Revolving Issuing Bank that has issued an Existing Revolving Letter YRC Letters of Credit shall be deemed to have granted be Letters of Credit issued pursuant to each Revolving Lenderand in compliance with this Section 2.06 as Letters of Credit under the US Tranche, (ii) the undrawn amount of the Existing YRC Letters of Credit and the unreimbursed amount of LC Disbursements with respect to the Existing YRC Letters of Credit shall be included in the calculation of LC Exposure and US Tranche LC Exposure, and each Revolving Lender (iii) the provisions of this Section 2.06 and Section 2.13(b) shall apply to the Existing YRC Letters of Credit, and the Company and the Lenders hereby expressly acknowledge their respective obligations hereunder with respect to the Existing YRC Letters of Credit. Certain letters of credit issued for the account of USF by Xxxxxx Trust and Savings Bank pursuant to the USF Credit Agreement (the “Existing USF Letters of Credit”) are expected to be deemed to have acquired from such Issuing Bank, a participation outstanding on the effective date of the termination of the USF Credit Agreement in each such Existing Revolving Letter connection with the closing of Credit equal to such Lender’s Revolving Percentage the USF Merger. As of the later of (A) the aggregate amount available to be drawn under such Existing Revolving Letter effective date of Credit, as applicable, the termination of the USF Credit Agreement and (B) the aggregate effective date of the USF Merger, (i) the Existing USF Letters of Credit then outstanding shall be deemed to be Letters of Credit issued pursuant to and in compliance with this Section 2.06 as Letters of Credit under the US Tranche, (ii) the undrawn amount of any outstanding reimbursement obligations in respect thereof. With the Existing USF Letters of Credit and the unreimbursed amount of LC Disbursements with respect to the Existing USF Letters of Credit shall be included in the calculation of LC Exposure and US Tranche Exposure, and (iii) the provisions of this Section 2.06 and Section 2.13(b) shall apply to the Existing USF Letters of Credit, and the Company and the Lenders hereby expressly acknowledge their respective obligations hereunder with respect to the Existing USF Letters of Credit; provided, however, that the Existing USF Letters of Credit shall only be deemed to be Letters of Credit issued hereunder and the foregoing clauses (i)-(iii) shall only be applicable if (x), after giving effect to such deemed issuance of the Existing USF Letters of Credit, the US Tranche Exposure shall not exceed the total US Tranche Commitments, (y) the Existing USF Letters of Credit are denominated in US Dollars or an Alternative Currency and are in otherwise in the form and substance required for Letters of Credit to be issued under this Section 2.06 and (z) the Company shall have delivered to the Administrative Agent a schedule of all such Existing USF Letters of Credit, which schedule shall identify (1) the issuer of each such Existing USF Letter of Credit, (2) the beneficiary of each such Existing USF Letter of Credit, (3) the face amount of each such Existing USF Letter of Credit and (4) the expiry date of each such Existing USF Letter of Credit (i) if the relevant Issuing Bank has heretofore sold a participation therein to a Lender, such Issuing Bank and such Lender agree that such participation which expiry date shall be automatically canceled on the Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of such participation on or prior to the Effective Date. On and after the Effective Date, each such Existing Letter of Credit shall be a Letter of Credit issued hereunderdate later than a date permitted under Section 2.06(c) above).

Existing Letters of Credit. On the Effective Date, without further action by any party hereto, (x) the Deposit Issuing Bank shall be deemed to have granted to each Deposit Lender, and each Deposit Lender shall be deemed to have acquired from the Deposit Issuing Bank, a participation in each Each Existing Deposit Letter of Credit equal to such Lender’s Deposit Percentage of (A) the aggregate amount available to be drawn under such Existing Deposit Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof; and (y) each Revolving Issuing Bank that has issued an Existing Revolving 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 such Existing Revolving Letter for all purposes of Credit equal to such Lender’s Revolving Percentage of (A) the aggregate amount available this Agreement to be drawn under such Existing Revolving a Letter of Credit, as applicable, and (B) the aggregate amount of any outstanding reimbursement obligations each application or other documentation submitted in respect thereof. With respect to connection with each Existing Letter of Credit (i) if the relevant Issuing Bank has heretofore sold a participation therein to a Lender, such Issuing Bank and such Lender agree that such participation shall be automatically canceled on the Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of such participation on or prior to the Effective Date. On and after the Effective Date, each such Existing Letter of Credit shall be deemed for all purposes of this Agreement to be a Letter of Credit Agreement. On the date of execution of this Agreement, Issuing Lender shall be deemed automatically to have sold and transferred, and each other Revolving Credit Lender shall be deemed automatically, irrevocably, and unconditionally to have purchased and received from Issuing Lender, without recourse or warranty, an undivided interest and participation (on the terms set forth herein), to the extent of such other Revolving Credit Lender’s Revolving Credit Percentage, in each Existing Letter of Credit and the applicable Letter of Credit Obligations with respect thereto and any security therefor or guaranty pertaining thereto. Letter of Credit Fees paid under the Prior Credit Agreement shall not be recalculated, redistributed or reallocated by Agent to Revolving Credit Lenders; provided that Company shall pay to any new Revolving Credit Lenders becoming parties hereto on the Restatement Date (or any existing Revolving Credit Lender increasing its Revolving Credit Percentage on such date) a special letter of credit fee on the Existing Letters of Credit, calculated on the basis of the Letter of Credit Fees which would be applicable to such Existing Letters of Credit if issued hereunderon the Restatement Date (but in the case of any existing Revolving Credit Lender, computed only to the extent of the applicable increase in its Revolving Credit Percentage) for the period from the Restatement Date to the expiration date of such Existing Letters of Credit.

Existing Letters of Credit. On Borrower, Lenders and Administrative Agent acknowledge that under the Existing Indebtedness Documents LaSalle is the letter of credit issuer and pursuant thereto LaSalle has issued certain letters of credit which remain outstanding as of the Effective Date as set forth on Exhibit 3.4 (collectively, the "Existing LCs"). With respect to the Existing LCs, LaSalle shall be entitled to all of the benefits and rights that the Letter of Credit Issuer is entitled to hereunder, and the Existing LCs shall be deemed to be "Letters of Credit" hereunder and subject to all of the terms hereunder, including, without limitation, interest on drawings and all fees owing or payable in connection therewith as set forth in this Agreement (including, without limitation, the Letter of Credit Fee). LaSalle shall on the date of the initial Revolving Loan Advance distribute, without setoff, to each other Lender its pro-rata share of the Letter of Credit Fee (based on the Eurodollar Margin in effect on the Effective Date) for each Existing LC for the remainder of the current calendar quarter and thereafter quarterly in advance in accordance with this Agreement. On the date of the initial Revolving Loan Advance, without further action by any party hereto, (x) the Deposit Issuing Bank LaSalle shall be deemed to have granted sold and transferred to each Deposit other Lender, and each Deposit such other Lender shall be deemed to have acquired purchased and received from the Deposit Issuing BankLaSalle, a pro-rata undivided interest and participation in each Existing Deposit LC, the reimbursement obligation of Borrower with respect thereto, and any guaranty thereof or collateral therefor. Such other Lender's pro-rata undivided interest shall be the same as its pro-rata share of the Aggregate Revolving Loan Commitment. Borrower agrees to pay to LaSalle the Letter of Credit equal Fee and other fees applicable to such Lender’s Deposit Percentage of (A) the aggregate amount available to be drawn under such Existing Deposit Letter Letters of Credit and (B) on each Existing LC in the aggregate amount of any outstanding reimbursement obligations amounts set forth in respect thereof; and (y) each Revolving Issuing Bank that has issued an Existing Revolving Letter of Credit this Agreement, provided, however, in no event shall a Fronting Fee 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 such Existing Revolving Letter of Credit equal to such Lender’s Revolving Percentage of (A) the aggregate amount available to be drawn under such Existing Revolving Letter of Credit, as applicable, and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof. With payable by Borrower with respect to each the Existing Letter of Credit (i) if the relevant Issuing Bank has heretofore sold a participation therein to a Lender, such Issuing Bank and such Lender agree that such participation shall be automatically canceled on the Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of such participation on or prior to the Effective Date. On and after the Effective Date, each such Existing Letter of Credit shall be a Letter of Credit issued hereunderLCs.

Existing Letters of Credit. On To the Effective extent that on the Closing Date any "Letters of Credit" under and as defined in the Existing Credit Agreements shall be outstanding then, on the Closing Date, subject to the satisfaction of the conditions precedent set forth in Section 6 hereof, each of such "Letters of Credit" shall automatically, and without further any action on the part of any Person, become a Letter of Credit hereunder, and JPMCB, as the "Issuing Lender" under the Existing Credit Agreements, hereby unconditionally releases each "Revolving Credit Lender" under the Existing Credit Agreements from any liability under such "Revolving Credit Lender's" participation in respect of such "Letter of Credit". The Borrowers hereby indemnify and hold harmless each Lender and the Administrative Agent from and against any and all claims and damages, losses, liabilities, costs or expenses that such Credit Agreement Lender or the Administrative Agent may incur (or that may be claimed against such Lender or the Administrative Agent by any party heretoPerson whatsoever) by reason of or in connection with the execution and delivery or transfer of or payment or refusal to pay by any Issuing Lender under any Letter of Credit; provided that the Borrowers shall not be required to indemnify any Lender or the Administrative Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the Deposit willful misconduct or gross negligence of any Issuing Bank shall be deemed to have granted to each Deposit Lender, and each Deposit Lender shall be deemed to have acquired from the Deposit Issuing Bank, in determining whether a participation in each Existing Deposit request presented under any Letter of Credit equal to complied with the terms of such Lender’s Deposit Percentage of (A) the aggregate amount available to be drawn under such Existing Deposit Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof; and or (y) each Revolving in the case of any Issuing Bank that has issued an Existing Revolving Lender, such Xxxxxx's failure to pay under any Letter of Credit shall be deemed after the presentation to have granted to each Revolving Lender, it of a request strictly complying with the terms and each Revolving Lender shall be deemed to have acquired from conditions of such Issuing Bank, a participation in each such Existing Revolving Letter of Credit equal to such Lender’s Revolving Percentage of (A) the aggregate amount available to be drawn under such Existing Revolving Letter of Credit. Nothing in this Section 2.03 is intended to limit the other obligations of the Borrowers, as applicable, and (B) any Lender or the aggregate amount of any outstanding reimbursement obligations in respect thereof. With respect to each Existing Letter of Credit (i) if the relevant Issuing Bank has heretofore sold a participation therein to a Lender, such Issuing Bank and such Lender agree that such participation shall be automatically canceled on the Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of such participation on or prior to the Effective Date. On and after the Effective Date, each such Existing Letter of Credit shall be a Letter of Credit issued hereunderAdministrative Agent under this Agreement.

Existing Letters of Credit. On Subject to the Effective Date, without further action by any party heretoterms and conditions hereof, (x) the Deposit Issuing Bank shall be deemed to have granted to each Deposit Lender, and each Deposit Lender shall be deemed to have acquired from the Deposit Issuing Bank, a participation in each Existing Deposit Letter of Credit equal to such Lender’s Deposit Percentage of (A) the aggregate amount available to be drawn under such Existing Deposit Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof; and (yi) each Revolving Issuing Bank that has issued an Existing Revolving Letter of Credit shall under (and as defined in) the Existing DHI Credit Agreement which is outstanding on the Closing Date and listed on Schedule 2.03(m) (such Revolving Letters of Credit, the “Existing Revolving Letters of Credit) shall, effective as of the Closing Date, be deemed to have granted to each Revolving Lender, and each Revolving Lender shall be deemed to have acquired from such Issuing Bank, continued as a participation in each such Existing Revolving Letter of Credit equal to such Lender’s Revolving Percentage of (A) the aggregate amount available to be drawn under such Existing Revolving Letter of Credit, as applicable, hereunder and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof. With respect to each Existing Letter of Credit (i) if the relevant Issuing Bank has heretofore sold a participation therein to a Lender, such Issuing Bank and such Lender agree that such participation shall be automatically canceled on the Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of such participation on or prior to the Effective Date. On from and after the Effective Date, each such Existing Letter of Credit Closing Date shall be a Letter of Credit issued hereunderfor all purposes hereof and shall be subject to and governed by the terms and conditions hereof, and each Revolving Credit Lender shall have a participation interest therein equal to such Lender’s Pro Rata Share of the undrawn face amount of each such Revolving Letter of Credit effective as of the Closing Date, (ii) each Term L/C Facility Letter of Credit under (and as defined in) the Existing DHI Credit Agreement which is outstanding on the Closing Date and listed on Schedule 2.03(m) (such Term L/C Facility Letters of Credit, the “Existing Term L/C Facility Letters of Credit”) shall, effective as of the Closing Date, be continued as a Term L/C Facility Letter of Credit under the Term L/C Facility as then in effect and from and after the Closing Date shall be a Letter of Credit for all purposes hereof and shall be subject to and governed by the terms and conditions hereof, (iii) each Existing Gen Finance Letter of Credit which is outstanding on the Amendment No. 1 Closing Date and listed on Part A(i) of Schedule 2.03(m)(iii) to Amendment No. 1 shall, effective as of the Amendment No. 1 Closing Date, be continued as a Term L/C Facility Letter of Credit under the Term L/C Facility as then in effect and from and after the Amendment No. 1 Closing Date shall be a Letter of Credit for all purposes hereof and shall be subject to and governed by the terms and conditions hereof and (iv) each Existing Gen Finance Letter of Credit which is outstanding on the Amendment No. 1 Closing Date and listed on Part A(ii) or Part B of Schedule 2.03(m)(iii) to Amendment No. 1 shall, effective as of the Amendment No. 1 Closing Date, be continued as a Revolving Letter of Credit hereunder and from and after the Amendment No. 1 Closing Date shall be a Letter of Credit for all purposes hereof and shall be subject to and governed by the terms and conditions hereof, and each Revolving Credit Lender shall have a participation interest therein equal to such Lender’s Pro Rata Share of the undrawn face amount of each such Revolving Letter of Credit effective as of the Amendment No. 1 Closing Date.”

Existing Letters of Credit. On the Effective Closing Date, (i) each Issuing Lender that has issued an Existing U.S. Letter of Credit shall be deemed, without further action by any party hereto, (x) the Deposit Issuing Bank shall be deemed to have granted sold to each Deposit U.S. Revolving Lender, and each Deposit such U.S. Revolving Lender shall be deemed deemed, without further action by any party hereto, to have acquired purchased from the Deposit each such Issuing BankLender, a without recourse or warranty, an undivided participation interest in each Existing Deposit Letter of Credit equal to such Lender’s Deposit Percentage of (A) the aggregate amount available to be drawn under such Existing Deposit U.S. Letter of Credit and the related U.S. LC Obligations in the proportion its U.S. Revolving Commitment Percentage bears to the U.S. Revolving Committed Amount (Balthough any fronting fee payable under SECTION 2.12 shall be payable directly to the Canadian Administrative Agent for the account of each applicable Issuing Lender, and the Lenders (other than the applicable Issuing Lender) the aggregate amount shall have no right to receive any portion of such fronting fee) and any outstanding reimbursement obligations in respect thereof; security therefor or guaranty pertaining thereto, and (yii) each Revolving Issuing Bank Lender that has issued an Existing Revolving Canadian Letter of Credit shall be deemed deemed, without further action by any party hereto, to have granted sold to each Canadian Revolving Lender, and each such Canadian Revolving Lender shall be deemed deemed, without further action by any party thereto, to have acquired purchased from each such Issuing BankLender, a without recourse or warranty, an undivided participation interest in each such Existing Revolving Canadian Letter of Credit equal and the related Canadian LC Obligations in the proportion its Canadian Revolving Commitment Percentage bears to such the Canadian Revolving Committed Amount (although any fronting fee payable under SECTION 2.12 shall be payable directly to the Canadian Administrative Agent for the account of each applicable Issuing Lender’s Revolving Percentage of (A) the aggregate amount available to be drawn under such Existing Revolving Letter of Credit, as applicable, and the Lenders (Bother than the applicable Issuing Lender) shall have no right to receive any portion of such fronting fee) and any security therefor or guaranty pertaining thereto. On and after the aggregate amount of any outstanding reimbursement obligations in respect thereof. With respect to Closing Date, each Existing Letter of Credit (i) if the relevant Issuing Bank has heretofore sold a participation therein to a Lender, such Issuing Bank and such Lender agree that such participation shall be automatically canceled on the Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of such participation on or prior to the Effective Date. On and after the Effective Date, each such Existing Letter of Credit shall be constitute a Letter of Credit issued hereunderfor all purposes hereof.

Existing Letters of Credit. On To the Effective extent that on the Closing Date any “Letters of Credit” under and as defined in the Existing Credit Agreements shall be outstanding then, on the Closing Date, subject to the satisfaction of the conditions precedent set forth in Section 6 hereof, each of such “Letters of Credit” shall automatically, and without further any action on the part of any Person, become a Letter of Credit hereunder, and JPMCB, as the “Issuing Lender” under the Existing Credit Agreements, hereby unconditionally releases each “Revolving Credit Lender” under the Existing Credit Agreements from any liability under such “Revolving Credit Lender’s” participation in respect of such “Letter of Credit”. The Borrowers hereby indemnify and hold harmless each Lender and the Administrative Agent from and against any and all claims and damages, losses, liabilities, costs or expenses that such Lender or the Administrative Agent may incur (or that may be claimed against such Lender or the Administrative Agent by any party heretoPerson whatsoever) by reason of or in connection with the execution and delivery or transfer of or payment or refusal to pay by any Issuing Lender under any Letter of Credit; provided that the Borrowers shall not be required to indemnify any Lender or the Administrative Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the Deposit willful misconduct or gross negligence of any Issuing Bank shall be deemed to have granted to each Deposit Lender, and each Deposit Lender shall be deemed to have acquired from the Deposit Issuing Bank, in determining whether a participation in each Existing Deposit request presented under any Letter of Credit equal to complied with the terms of such Letter of Credit or (y) in the case of any Issuing Lender, such Lender’s Deposit Percentage of (A) the aggregate amount available failure to be drawn pay under such Existing Deposit any Letter of Credit after the presentation to it of a request strictly complying with the terms and (B) the aggregate amount conditions of any outstanding reimbursement obligations in respect thereof; and (y) each Revolving Issuing Bank that has issued an Existing Revolving 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 such Existing Revolving Letter of Credit equal to such Lender’s Revolving Percentage of (A) the aggregate amount available to be drawn under such Existing Revolving Letter of Credit. Nothing in this Section 2.03 is intended to limit the other obligations of the Borrowers, as applicable, and (B) any Lender or the aggregate amount of any outstanding reimbursement obligations in respect thereof. With respect to each Existing Letter of Credit (i) if the relevant Issuing Bank has heretofore sold a participation therein to a Lender, such Issuing Bank and such Lender agree that such participation shall be automatically canceled on the Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of such participation on or prior to the Effective Date. On and after the Effective Date, each such Existing Letter of Credit shall be a Letter of Credit issued hereunderAdministrative Agent under this Agreement.

Existing Letters of Credit. On Subject to the Effective Dateterms and conditions hereof and of the LOC Documents, without further action by any party hereto, (x) the Deposit Issuing Bank shall be deemed to have granted to each Deposit Lenderif any, and each Deposit provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall be deemed extend the expiry date of, and the Lenders shall continue to have acquired from the Deposit Issuing Bankparticipate in, a participation in each Existing Deposit Letter Letters of Credit equal for the account of the Borrower from time to such time upon the Borrower's request in a form acceptable to the Issuing Lender’s Deposit Percentage of ; provided, however, that (Ai) except to the aggregate amount available to be drawn under such Existing Deposit Letter of Credit and (B) extent resulting from foreign currency exchange rate fluctuations, the aggregate amount of LOC Obligations shall not at any outstanding reimbursement obligations in respect thereof; time exceed SIXTEEN MILLION FIVE HUNDRED EIGHTY THOUSAND FIVE HUNDRED TWENTY-NINE DOLLARS AND SIXTY-TWO CENTS ($16,580,529.62) (the "LOC Committed Amount") and (yii) the sum of the aggregate amount of all outstanding Revolving Loans plus the aggregate amount of all outstanding LOC Obligations plus the aggregate amount of all outstanding Swing Line Loans plus the AAL Reserve shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit as so extended shall have an expiry date extending beyond the Revolving Termination Date without the prior consent of the Agent and all Lenders. Each Letter of Credit shall comply with the related LOC Documents. The expiry date of each Revolving Issuing Bank that has issued an Existing Revolving Letter of Credit extended pursuant to this Section shall be a Business Day. No new Letter of Credit shall be deemed to have granted to each Revolving requested by the Borrower or issued by the Issuing Lender, and each Revolving Lender . The LOC Committed Amount shall be deemed to have acquired from such Issuing Bank, a participation in each such automatically reduced immediately upon the expiry of any Existing Revolving Letter of Credit by an amount equal to such Lender’s Revolving Percentage of (A) the aggregate amount available LOC Obligations related to be drawn under such Existing Revolving Letter of Credit, as applicable, and (B) less the aggregate amount of any outstanding reimbursement obligations in respect thereof. With respect all payments made, or drafts accepted for subsequent payments to each Existing Letter of Credit (i) if the relevant Issuing Bank has heretofore sold a participation therein to a Lenderbe made, such Issuing Bank and such Lender agree that such participation shall be automatically canceled on the Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of such participation on or prior to the Effective Date. On and after the Effective Date, each under such Existing Letter of Credit honored by the Issuing Lender but not theretofore reimbursed. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall be a Letter of Credit issued hereundercontrol."

Existing Letters of Credit. On the Effective Date, each of the Existing Letters of Credit shall be deemed to have been issued as a Letter of Credit under this Agreement by the applicable Issuing Bank, and such Issuing Bank shall be deemed, without further action by any party hereto, (x) the Deposit Issuing Bank shall be deemed to have granted to each Deposit Lenderof the Lenders, and each Deposit Lender shall be deemed to have acquired from the Deposit Issuing Bankdeemed, a participation in each Existing Deposit Letter of Credit equal to such Lender’s Deposit Percentage of (A) the aggregate amount available to be drawn under such Existing Deposit Letter of Credit and (B) the aggregate amount of without further action by any outstanding reimbursement obligations in respect thereof; and (y) each Revolving Issuing Bank that has issued an Existing Revolving Letter of Credit shall be deemed to have granted to each Revolving Lenderparty hereto, and each Revolving Lender shall be deemed to have acquired from such Issuing Bank, a participation (on the terms specified in this Section 2.04) in each such Existing Revolving Letter of Credit equal to such Lender’s Revolving Applicable Percentage thereof. Concurrently with such sale of (A) participations, the aggregate amount available participations granted pursuant to the terms of each Existing Credit Agreement to the lenders party thereto shall be drawn under such automatically cancelled without further action by any of the parties 860627.02-LACSR02A - MSW hereto. Each Lender acknowledges and agrees that its obligation to acquire participations in Existing Revolving Letter Letters of CreditCredit pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, as applicableincluding the occurrence and continuance of a Default or reduction or termination of the Aggregate Commitments, and (B) the aggregate amount of any outstanding reimbursement obligations that each payment by a Lender in respect thereofof such participations shall be made without any offset, abatement, withholding or reduction whatsoever. With respect On the Montage Merger Effective Date, each of the Montage Letters of Credit shall be deemed to each Existing have been issued as a Letter of Credit (i) if under this Agreement by the relevant applicable Issuing Bank has heretofore sold a participation therein to a LenderBank, such Issuing Bank and such Lender agree that such participation shall be automatically canceled on the Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure be deemed, without further action by any party hereto, to have granted to each of the termination of Lenders, and each Lender shall be deemed, without further action by any party hereto, to have acquired from such Issuing Bank, a participation (on or prior to the Effective Date. On and after the Effective Date, terms specified in this Section 2.04) in each such Existing Montage Letter of Credit equal to such Lender’s Applicable Percentage thereof. Each Lender acknowledges and agrees that its obligation to acquire participations in Montage Letters of Credit pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Aggregate Commitments, and that each payment by a Lender in respect of such participations shall be a Letter of Credit issued hereundermade without any offset, abatement, withholding or reduction whatsoever.

Existing Letters of Credit. On the Effective Closing Date, without further action by any party heretohereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3.15, (xa) each Existing Letter of Credit shall become a Revolving Letter of Credit or a Credit-Linked Letter of Credit, as specified in Schedule 1.1(H) hereunder, shall be deemed requested by the Deposit Borrowers’ Agent on behalf of the relevant Borrower (with Existing Letters of Credit issued for the account of a Subsidiary of a Subsidiary Borrower being allocated to such Subsidiary Borrower) and issued hereunder on the Closing Date and subject to the terms hereof, (b) each Revolving Issuing Bank Lender that has issued an Existing Letter of Credit shall be deemed to have granted to each Deposit LenderRevolving L/C Participant, and each Deposit Lender Revolving L/C Participant shall be deemed to have acquired from such Revolving Issuing Lender, on the Deposit terms and conditions of Section 3.9 hereof, for such Revolving L/C Participant’s own account and risk, an undivided participation interest in such Issuing Bank, a participation in Lender’s obligations and rights under each such Existing Deposit Letter of Credit equal to such LenderRevolving L/C Participant’s Deposit Revolving Commitment Percentage of (Ax) the aggregate outstanding amount available to be drawn under such Existing Deposit Letter of Credit and (By) the aggregate amount of any outstanding reimbursement obligations in respect thereof; thereof and (yc) each Revolving the Credit-Linked Issuing Bank that has issued an Existing Revolving Letter of Credit Lender shall be deemed to have granted to each Revolving Credit-Linked L/C Lender, and each Revolving Credit-Linked Lender shall be deemed to have acquired from such Credit-Linked Issuing BankLender, a on the terms and conditions of Section 3.10 hereof, for such Lender’s own account and risk, an undivided participation interest in the Credit-Linked Issuing Lender’s obligations and rights under each such Existing Revolving Letter of Credit equal to such Lender’s Revolving Credit-Linked Lender Commitment Percentage of (Ax) the aggregate outstanding amount available to be drawn under such Existing Revolving Letter of Credit, as applicable, Credit and (By) the aggregate amount of any outstanding reimbursement obligations in respect thereof. With respect to each Existing Letter For the avoidance of Credit doubt and without limiting the relevant terms of the Plan of Reorganization or any other agreement, the Parent hereby (i) if the relevant Issuing Bank has heretofore sold a participation therein to a Lenderassumes, such Issuing Bank irrevocably and such Lender agree that such participation shall be automatically canceled unconditionally, on the Effective Closing Date any and all reimbursement and other obligations of SemGroup L.P. under or with respect to any Existing Letters of Credit that were originally issued for the account of SemGroup L.P. and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution agrees that is not a Lender, such Issuing Bank shall procure the termination of such participation on or prior to the Effective Date. On and after the Effective Date, each such Existing Letter Letters of Credit shall be a Letter of Credit deemed requested by, and issued hereunderfor the account of, the Parent on the Closing Date and be entitled to the benefits of, among other provisions, Sections 3.10 and 3.11.

Existing Letters of Credit. On (a) Each Letter of Credit outstanding as of the Effective Date is listed on Annex VI hereto (each such Letter of Credit an “Existing Letter of Credit”). Each Existing Letter of Credit shall constitute a “Several Letter of Credit” for all purposes of this Agreement and each Existing Letter of Credit shall be deemed issued for the purposes of this Agreement on the Effective Date. As soon as possible following the Effective Date, without further action by any party hereto, (x) the Deposit Issuing Bank each Existing Letter of Credit shall be deemed amended to have granted replace each Lender on such Existing Letter of Credit (each such Lender an “Existing Lender”) with each Lender party to this Agreement at the time of such amendment in accordance with each Deposit such Lender’s Percentage. Until an Existing Letter of Credit has been amended in accordance with this Section 2.10, and each Deposit Existing Lender shall be deemed to have acquired from the Deposit Issuing Bank, a participation in each Existing Deposit Letter of Credit equal to such Lender’s Deposit Percentage of (A) the aggregate amount available to be drawn under such Existing Deposit Letter of Credit sold and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof; and (y) each Revolving Issuing Bank that has issued an Existing Revolving Letter of Credit shall be deemed to have granted transferred to each Revolving Lender, and each Revolving such Lender (each, a “Participant”) shall be deemed irrevocably and unconditionally to have acquired purchased and received from such Issuing BankExisting Lender, a participation without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s Percentage, in each such Existing Revolving Letter of Credit equal to such Lender’s Revolving Percentage of (A) the aggregate amount available to be drawn under such Existing Revolving Letter of Credit, as applicable, and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof. With respect to each substitute Existing Letter of Credit, each drawing made thereunder, the obligations of any Borrower under this Agreement with respect thereto and any security therefore or guaranty pertaining thereto. Upon any change in the Commitments of the Lenders pursuant to Section 1.14 or 12.04(b), it is hereby agreed that, with respect to all outstanding Existing Letters of Credit (i) if the relevant Issuing Bank has heretofore sold a participation therein to a Lenderand Unpaid Drawings with respect thereto, such Issuing Bank and such Lender agree that such participation there shall be automatically canceled on the Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of such participation on or prior an automatic adjustment to the Effective Date. On participations pursuant to this Section 2.10 to reflect the new Percentages of the assigning and after the Effective Date, each such Existing Letter of Credit shall be a Letter of Credit issued hereunderassignee Lender.

Existing Letters of Credit. On The Existing Letters of Credit listed in the Effective Disclosure Letter shall remain in effect following the Closing Date, without further action by any party hereto, (x) the Deposit Issuing Bank and shall be deemed to have granted to each Deposit Lendertreated in all respects as Letters of Credit issued under this Agreement (and thus as L/C Credit Extensions), and each Deposit Lender shall be deemed subject to have acquired from and governed by the Deposit Issuing Bankterms and conditions hereof; provided, a participation in however, that the Company and each applicable Loan Party shall endeavor to replace each Existing Deposit Letter of Credit equal as of the Closing Date or as soon as practicable thereafter. Each of Xxxxx Fargo and Royal Bank of Canada is hereby designated as an L/C Issuer for all purposes under this Agreement with respect to such Lender’s Deposit Percentage of (A) the aggregate amount available to be drawn under such Existing Deposit Letter Letters of Credit issued by such L/C Issuer. Notwithstanding anything to the contrary contained herein, each of Xxxxx Fargo and (B) the aggregate amount Royal Bank of Canada shall be designated as an L/C Issuer with respect to Existing Letters of Credit issued by such institution only, and shall not be designated as an L/C Issuer with respect to new Letters of Credit or replacements or extensions of any outstanding reimbursement obligations in respect thereof; and (y) each Revolving Issuing Bank that has issued an Existing Revolving Letters of Credit, unless such institution otherwise specifically agrees. To the extent any Existing Letter of Credit shall be deemed to have granted to each Revolving Lenderre-issued or renewed upon its current expiration date, and each Revolving Lender shall be deemed to have acquired from such Issuing Bank, a participation in each such Existing Revolving Letter of Credit equal to such Lender’s Revolving Percentage of (A) the aggregate amount available to be drawn under such Existing Revolving Letter of Credit, as applicable, and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof. With respect to each Existing Letter of Credit (i) if the relevant Issuing Bank has heretofore sold a participation therein to a Lender, such Issuing Bank and such Lender agree that such participation shall be automatically canceled on the Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of such participation on or prior to the Effective Date. On and after the Effective Date, each such Existing Letter of Credit shall be replaced by a new Letter of Credit pursuant to the terms and conditions of this Agreement, unless otherwise agreed by the Company and the L/C Issuer that issued such Existing Letter of Credit. Furthermore, to the extent any Existing Letter of Credit issued hereunderby Xxxxx Fargo as L/C Issuer has not been replaced within 30 days of the Closing Date, Xxxxx Fargo as L/C Issuer shall be entitled to issue notices of non-renewal to the beneficiary of each such Existing Letter of Credit.

Existing Letters of Credit. On the Effective Initial Closing Date, the Existing Letters of Credit, to the extent then outstanding, were automatically and without further action by the parties thereto deemed to continue as Letters of Credit issued pursuant to Section 2.06 for the account of Borrower and subject to the provisions hereof, and for this purpose (i) fees in respect thereof pursuant to Section 2.12(b) shall be payable (in substitution for any party heretofees set forth in the applicable letter of credit reimbursement agreements or applications relating to the Existing Letters of Credit, except to the extent that such fees are also payable pursuant to Section 2.12(b)) as if the Existing Letters of Credit had been issued on the Closing Date, (xii) the Deposit Issuing Bank shall be deemed to have granted to each Deposit Lender, and each Deposit Lender shall be deemed to have acquired from the Deposit Issuing Bank, a participation in each Existing Deposit Letter of Credit equal to such Lender’s Deposit Percentage of (A) the aggregate amount available to be drawn under such Existing Deposit Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof; and (y) each Revolving Issuing Bank that has issued an Existing Revolving Letter Letters of Credit shall be deemed included in the calculation of LC Obligations and (iii) all liabilities of Borrower with respect to have granted the Existing Letters of Credit shall constitute Facility Obligations. The Existing Letters of Credit shall not be extended or renewed, except pursuant to each Revolving Lender, and each Revolving Lender shall be deemed to have acquired from such Issuing Bank, a participation customary automatic extension provisions in each such Existing Revolving existence on the date hereof or unless the Letter of Credit equal to such Lender’s Revolving Percentage of (A) the aggregate amount available to be drawn under such Existing Revolving Letter of Credit, issuer is a Lender and has been validly appointed as applicable, and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof. With respect to each Existing Letter of Credit (i) if the relevant an Issuing Bank has heretofore sold a participation therein to a Lender, such Issuing Bank and such Lender agree that such participation shall be automatically canceled on the Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of such participation on or hereunder prior to the Effective Daterequested extension or renewal. On and after Notwithstanding the Effective Dateforegoing, each such Borrower shall not be required to pay any additional issuance fees with respect to the issuance of the Existing Letter Letters of Credit shall be solely as a result of such letters of credit being converted to a Letter of Credit issued hereunder, it being understood that the fronting, participation and other fees set forth in Section 2.12(b) shall otherwise apply to the Existing Letters of Credit.

Existing Letters of Credit. On the Effective Dateeffective date of this Agreement, without further action by any party hereto, (x) the Deposit Issuing Bank applicable LC Issuer for each Existing Letter of Credit shall be deemed to have granted to each Deposit Lender, and each Deposit Lender shall be deemed to have acquired from the Deposit Issuing BankLC Issuer, a participation in each of the Existing Deposit Letter Letters of Credit equal to such Lender’s Deposit Percentage Share of (A) the aggregate amount available to be drawn under such Existing Deposit Letter Letters of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof; and (y) each Revolving Issuing Bank that has issued an Existing Revolving 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 such Existing Revolving Letter of Credit equal to such Lender’s Revolving Percentage of (A) the aggregate amount available to be drawn under such Existing Revolving Letter of Credit, as applicable, and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof. With respect to each of the Existing Letter Letters of Credit (i) if the relevant Issuing Bank applicable LC Issuer has heretofore sold a participation therein to a Lender, such Issuing Bank the applicable LC Issuer and such Lender agree that such participation shall be automatically canceled on the Effective Date effective date of this Agreement and (ii) if the relevant Issuing Bank applicable LC Issuer has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank then the applicable LC Issuer shall procure the termination of such participation on or prior to the Effective Dateeffective date of this Agreement. On and after the Effective Dateeffective date of this Agreement, each such of the Existing Letter Letters of Credit shall be a Letter of Credit issued hereunder. Further, with respect to that certain Existing Letter of Credit issued by Prior Agent on January 14, 2004 in the amount of $20,287,414.00 for the benefit of American Zurich Insurance Co., Borrower shall use commercially reasonable efforts to replace such Existing Letter of Credit with a Letter of Credit issued by Wachovia Bank, N.A., as LC Issuer, on or before the expiration of sixty (60) days immediately following the effective date of this Agreement.