Common use of Letter of Credit Commitments, Terms of Letters of Credit Clause in Contracts

Letter of Credit Commitments, Terms of Letters of Credit. (i) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on or after the Closing Date until a date which is thirty (30) days prior to the Revolver Termination Date, each Facing Agent (other than DB) agrees, severally not jointly, to issue each in its own name, but for the ratable account of all Revolving Lenders (including the applicable Facing Agent), one or more Letters of Credit, denominated in Dollars or an Alternative Currency, for the account of the Borrower in a Stated Amount which together with the aggregate Stated Amount of all other Letters of Credit (other than Fifth Amendment Existing Letters of Credit) then outstanding does not exceed the Facing Agent Sublimit; provided, however, that a Facing Agent shall not issue or extend the expiration of any Letter of Credit if, immediately after giving effect to such issuance or extension, (A) the sum of the Assigned Dollar Value of the Revolving Loans, the Swing Line Loans and the LC Obligations would exceed the Total Revolving Commitment minus the Overdraft Reserve and (B) the sum of the Assigned Dollar Value of the LC Obligations would exceed the Total Revolving Commitment on the date of such issuance or extension. Each Revolving Lender severally, but not jointly, agrees to participate in each such Letter of Credit issued by the applicable Facing Agent in an amount equal to its Pro Rata Share and to make available to the applicable Facing Agent such Lender’s Pro Rata Share of any payment made to the beneficiary of such Letter of Credit to the extent not reimbursed by the Borrower; provided, however, that no Revolving Lender shall be required to participate in any Letter of Credit to the extent that such participation therein would exceed such Revolving Lender’s then applicable Available Revolving Commitment. No Lender’s obligation to participate in any Letter of Credit or to make available to the applicable Facing Agent such Revolving Lender’s Pro Rata Share of any Letter of Credit Payment made by the applicable Facing Agent shall be affected by any other Revolving Lender’s failure to participate in the same or any other Letter of Credit or by any other Revolving Lender’s failure to make available to the applicable Facing Agent such other Lender’s Pro Rata Share of any Letter of Credit Payment.

Letter of Credit Commitments, Terms of Letters of Credit. (i) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on or after the Closing Date until a date which is thirty (30) days prior to the Revolver Termination Date, each Facing Agent (other than DB) agrees, severally not jointly, to issue each in its own name, but for the ratable account of all Revolving Lenders (including the applicable Facing Agent), one or more Letters of Credit, denominated in Dollars or an Alternative Currency, for the account of the Borrower in a Stated Amount which together with the aggregate Stated Amount of all other Letters of Credit (other than Fifth Amendment Existing Letters of Credit) then outstanding does not exceed the Facing Agent SublimitTwo Hundred Million Dollars ($200,000,000); provided, however, that a Facing Agent shall not issue or extend the expiration of any Letter of Credit if, immediately after giving effect to such issuance or extension, (A) the sum of the Assigned Dollar Value of the Revolving Loans, the Swing Line Loans and the LC Obligations would exceed the Total Revolving Commitment minus the Overdraft Reserve and (B) the sum of the Assigned Dollar Value of the LC Obligations would exceed the Total Revolving Commitment on the date of such issuance or extensionReserve. Each Revolving Lender severally, but not jointly, agrees to participate in each such Letter of Credit issued by the applicable Facing Agent in an amount equal to its Pro Rata Share and to make available to the applicable Facing Agent such Lender’s Pro Rata Share of any payment made to the beneficiary of such Letter of Credit to the extent not reimbursed by the Borrower; provided, however, that no Revolving Lender shall be required to participate in any Letter of Credit to the extent that such participation therein would exceed such Revolving Lender’s then applicable Available Revolving Commitment. No Lender’s obligation to participate in any Letter of Credit or to make available to the applicable Facing Agent such Revolving Lender’s Pro Rata Share of any Letter of Credit Payment made by the applicable Facing Agent shall be affected by any other Revolving Lender’s failure to participate in the same or any other Letter of Credit or by any other Revolving Lender’s failure to make available to the applicable Facing Agent such other Lender’s Pro Rata Share of any Letter of Credit Payment.

Letter of Credit Commitments, Terms of Letters of Credit. (ia) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on or after the Closing Date until a date which is thirty (30) days prior to the Revolver Termination Date, each Facing Agent (other than DB) agrees, severally not jointly, to issue each in its own name, but for the ratable account of all Revolving Lenders (including the applicable Facing Agent), one or more Letters of Credit, denominated in Dollars or an Alternative Currency, for the account of the Borrower in a Stated Amount which together with the aggregate Stated Amount of all other Letters of Credit (other than Fifth Amendment Existing Letters of Credit) then outstanding does not exceed the Facing Agent Sublimit; provided, however, that a Facing Agent shall not issue or extend the expiration of any Letter of Credit if, immediately after giving effect to such issuance or extension, (A) the sum of the Assigned Dollar Value of the Revolving Loans, the Swing Line Loans and the LC Obligations would exceed the Total Revolving Commitment minus the Overdraft Reserve and (B) the sum of the Assigned Dollar Value of the LC Obligations would exceed the Total Revolving Commitment on the date of such issuance or extension. Each Revolving Lender severally, but not jointly, agrees to participate in each such Letter of Credit issued by the applicable Facing Agent in an amount equal to its Pro Rata Share and to make available to the applicable Facing Agent such Lender’s Pro Rata Share of any payment made to the beneficiary of such Letter of Credit to the extent not reimbursed by the Borrower; provided, however, that no Revolving Lender shall be required to participate in any Letter of Credit to the extent that such participation therein would exceed such Revolving Lender’s then applicable Available Revolving Commitment. No Lender’s obligation to participate in any Letter of Credit or to make available to the applicable Facing Agent such Revolving Lender’s Pro Rata Share of any Letter of Credit Payment made by the applicable Facing Agent shall be affected by any other Revolving Lender’s failure to participate in the same or any other Letter of Credit or by any other Revolving Lender’s failure to make available to the applicable Facing Agent such other Lender’s Pro Rata Share of any Letter of Credit Payment.

Letter of Credit Commitments, Terms of Letters of Credit. (i) Subject to and upon the terms and conditions herein set forthforth and such other conditions as are applicable to its customers generally, at any time and from time to time on or after the Closing Initial Borrowing Date until a date which is thirty (30) days and prior to the Revolver 30th Business Day preceding the Termination Date, each Facing Agent (other than DB) agreesBT agrees to issue, severally not jointly, to issue each in its own namename (in such capacity, “Facing Agent”), but for the ratable account benefit of all Revolving Lenders (including the applicable Facing Agent), ) one or more Letters of Credit, denominated each having a Stated Amount in Dollars or an Alternative CurrencyDollars, for the account of the Borrower in a Stated Amount which an aggregate undrawn amount at any one time outstanding that together with the aggregate Stated Amount of all other Letters of Credit (other than Fifth Amendment Existing Letters of Credit) then outstanding outstanding, does not exceed the Facing Agent Sublimit$15,000,000; provided, however, that a Facing Agent shall not issue or extend the expiration of any Letter of Credit if, immediately after giving effect to such issuance or extension, (A) the sum of the Assigned Dollar Value of the Revolving Loans, the Swing Line Loans and the aggregate LC Obligations at such time would exceed the Total Revolving Commitment minus the Overdraft Reserve and $15,000,000 or (B) the sum of the Assigned Dollar Value of the LC Obligations would exceed the Total Available Revolving Commitment on the date of such issuance or extensionany Revolving Lender would be less than zero. Each Revolving Lender severally, but not jointly, agrees to participate in each such Letter of Credit issued by the applicable Facing Agent in an amount equal to the extent of its Pro Rata Share Commitment Percentage and to make available to the applicable Facing Agent such Revolving Lender’s Pro Rata Share Commitment Percentage of any payment made to the beneficiary of such Letter of Credit to the extent not reimbursed by the Borrower; provided, however, that no Revolving Lender shall be required to participate in any Letter of Credit to the extent that such participation therein would exceed such Revolving Lender’s then applicable Available Revolving CommitmentCommitment then in effect. No Lender’s obligation to participate in any Letter of Credit or to make available to the applicable Facing Agent such Revolving Lender’s Pro Rata Share Commitment Percentage of any Letter of Credit Payment made by the applicable Facing Agent shall be affected by any other Revolving Lender’s failure to participate in the same or any other Letter of Credit or by any other Revolving Lender’s failure to make available to the applicable Facing Agent such other Revolving Lender’s Pro Rata Share Commitment Percentage of any Letter of Credit Payment. Notwithstanding the foregoing, in the event a Lender Default exists, Facing Agent shall not be required to issue any Letter of Credit unless Facing Agent has entered into arrangements satisfactory to it and Borrower to eliminate such Facing Agent’s risk with respect to the participation in Letters of Credit of the Defaulting Lender or Lenders, including by cash collateralizing such Defaulting Lender’s or Lenders’ Commitment Percentage of the LC Obligations.

Letter of Credit Commitments, Terms of Letters of Credit. (i) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on or after the Closing Amendment and Restatement Effective Date until and to but not including a date which is thirty (30) days prior to the Revolver Termination Date, each Facing Agent (other than DB) agrees, severally not jointly, to issue each in its own name, but for the ratable account of all Domestic Revolving Lenders (including the applicable Facing Agent), one or more Domestic Letters of Credit, denominated each having a Stated Amount in Dollars or an Alternative CurrencyDollars, for the account of the Borrower in a Stated Amount which together with the aggregate Stated Amount of all other Domestic Letters of Credit (other than Fifth Amendment Existing Letters of Credit) then outstanding does not exceed the Facing Agent SublimitOne Hundred Million Dollars ($100,000,000); provided, however, that a Facing Agent shall not issue or extend the expiration of any Domestic Letter of Credit if, immediately after giving effect to such issuance or extension, (A) the sum of the Assigned Dollar Value of the Revolving Loans, the Swing Line Loans Domestic LC Obligations and the Multicurrency LC Obligations at such time would exceed the Total Revolving Commitment minus the Overdraft Reserve and One Hundred Million Dollars ($100,000,000), or (B) the sum of the Domestic Revolving Loans, the Assigned Dollar Value of Swing Line Loans and the Domestic LC Obligations would exceed the Total Domestic Revolving Commitment on the date of such issuance or extensionCommitment. Each Domestic Revolving Lender Lender, severally, but not jointly, agrees to participate in each such Domestic Letter of Credit issued by the applicable Facing Agent in an amount equal to its Domestic Revolver Pro Rata Share Share, and to make available to the applicable Facing Agent such Lender’s 's Domestic Revolver Pro Rata Share of any payment made to the beneficiary of such Domestic Letter of Credit to the extent not reimbursed by the Borrower; provided, however, that no Domestic Revolving Lender shall be required to participate in any Domestic Letter of Credit to the extent that such participation therein would exceed such Domestic Revolving Lender’s 's Available Domestic Revolving Commitment then applicable Available Revolving Commitmentin effect. No Domestic Revolving Lender’s 's obligation to participate in any Domestic Letter of Credit or to make available to the applicable Facing Agent such Domestic Revolving Lender’s 's Domestic Revolver Pro Rata Share of any Letter of Credit Payment made by the applicable Facing Agent shall be affected by any other Domestic Revolving Lender’s 's failure to participate in the same or any other Domestic Revolving Letter of Credit or by any other Revolving Domestic Lender’s 's failure to make available to the applicable Facing Agent such other Domestic Revolving Lender’s 's Domestic Revolver Pro Rata Share of any Letter of Credit Payment.

Letter of Credit Commitments, Terms of Letters of Credit. (i) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on or after the Closing Date until and to but not including a date which is thirty (30) days prior to the Revolver Commitment Termination Date, each the Facing Agent (other than DB) agrees, severally not jointly, Bank agrees to issue each in its own name, but for the ratable account benefit of all Revolving Lenders having a Revolving Commitment (including the applicable Facing AgentBank), one or more Letters of Credit, denominated each having a Stated Amount in Dollars or an Alternative Currencyand payable on a sight basis, for the joint and several account of the Borrower Borrowers in a Stated Amount which together with the aggregate Stated Amount of all other Letters of Credit (other than Fifth Amendment Existing Letters of Credit) then outstanding does not exceed the Facing Agent Sublimit; $40,000,000 provided, however, that a Facing Agent Bank shall not issue or extend the expiration of any Letter of Credit if, immediately after giving effect to such issuance or extension, (A) the aggregate LC Obligations at such time would exceed $40,000,000 or (B) the Total Available Revolving Commitment would be less than zero or (C) if after such issuance the sum of the Assigned Dollar Value principal balances of the all outstanding Revolving Loans, the Swing Line Loans and the sum of all LC Obligations would exceed the Total Revolving Commitment minus the Overdraft Reserve and (B) the sum of the Assigned Dollar Value of the LC Obligations would exceed the Total Revolving Commitment on the date of such issuance or extensionBorrowing Base. Each Revolving Lender having a Revolving Commitment severally, but not jointly, agrees to participate in each such Letter of Credit issued by the applicable Facing Agent Bank in an amount equal to its Revolving Pro Rata Share and to make available to the applicable Facing Agent Bank such Revolving Lender’s Revolving Pro Rata Share of any payment made to the beneficiary of such Letter of Credit to the extent not reimbursed by the BorrowerBorrowers; provided, however, that no Revolving Lender shall be required to participate in any Letter of Credit to the extent that such participation therein would exceed such Revolving Lender’s then applicable Available Revolving CommitmentCommitment then in effect. No Revolving Lender’s obligation to participate in any Letter of Credit or to make available to the applicable Facing Agent Bank such Revolving Lender’s Revolving Pro Rata Share of any Letter of Credit Payment made by the applicable Facing Agent Bank shall be affected by any other Revolving Lender’s failure to participate in the same or any other Letter of Credit or by any other Revolving Lender’s failure to make available to the applicable Facing Agent Bank such other Revolving Lender’s Revolving Pro Rata Share of any Letter of Credit Payment.

Letter of Credit Commitments, Terms of Letters of Credit. (i) Subject to and upon the terms and conditions herein set forthforth and such other conditions as are applicable to its customers generally, at any time and from time to time on or after the Closing Initial Borrowing Date until a date which is thirty (30) days and prior to the Revolver 30th Business Day preceding the Facility Termination Date, each the Facing Agent (other than DB) agrees, severally not jointly, agrees to issue under clause (a)(i) hereof (and otherwise only in its sole discretion in each instance under clause (a)(ii) below), in its own name, but for the ratable account benefit of all Revolving Lenders (including the applicable Facing Agent), one or more Letters of Credit, denominated Credit (i) each having a Stated Amount in Dollars or an Alternative Currencyand on a sight basis, for the account of the Borrower in a Stated Amount which an aggregate undrawn amount at any one time outstanding that, together with the aggregate Stated Amount of all other Letters of Credit (other than Fifth Amendment Existing Letters of Credit) then outstanding outstanding, does not exceed $1,000,000, and (ii) solely with the Facing consent of the Agent, which consent may be given or withheld by the Agent Sublimitin its sole discretion in each instance, Letters of Credit to replace letters of credit outstanding under the Pre-Petition Credit Agreement at the time of their expiry; provided, however, that a Facing Agent shall not issue or extend the expiration of any Letter of Credit if, immediately after giving effect to such issuance or extension, (A) the sum of the Assigned Dollar Value of the Revolving Loans, the Swing Line Loans and the aggregate LC Obligations incurred under clause (a)(i) at such time would exceed the Total Revolving Commitment minus the Overdraft Reserve and $1,000,000, or (B) the sum Available Commitment of any Lender would be less than zero; provided, further, that, after giving effect to the Assigned Dollar Value Issuance of any Letter of Credit, the aggregate amount of all LC Obligations would and the aggregate amount of all Loans then outstanding, shall not exceed the lesser of (C) the Borrowing Base, and (D) the Total Revolving Commitment on Commitment, or prior to the date Final Financing Order Date, the maximum amount of such issuance or extensionLoans and LC Obligations permitted by the Interim Financing Order. Each Revolving Lender severally, but not jointly, agrees to participate in each such Letter of Credit issued by the applicable Facing Agent in an amount equal to the extent of its Pro Rata Share Commitment Percentage and to make available to the applicable Facing Agent such Lender’s Pro Rata Share 's Commitment Percentage of any payment made to the beneficiary of such Letter of Credit to the extent not reimbursed by the Borrower; provided, however, that no Revolving Lender shall be required to participate in any Letter of Credit to the extent that such participation therein would exceed such Revolving Lender’s 's Available Commitment then applicable Available Revolving Commitmentin effect. No Lender’s 's obligation to participate in any Letter of Credit or to make available to the applicable Facing Agent such Revolving Lender’s Pro Rata Share 's Commitment Percentage of any Letter of Credit Payment made by the applicable Facing Agent shall be affected by any other Revolving Lender’s 's failure to participate in the same or any other Letter of Credit or by any other Revolving Lender’s 's failure to make available to the applicable Facing Agent such other Lender’s Pro Rata Share 's Commitment Percentage of any Letter of Credit Payment. Notwithstanding the foregoing, in the event a Lender Default exists, Facing Agent shall not be required to issue any Letter of Credit unless Facing Agent has entered into arrangements satisfactory to it and Borrower to eliminate such Facing Agent's risk with respect to the participation in Letters of Credit of the Defaulting Lender or Lenders, including by cash collateralizing such Defaulting Lender's or Lenders' Commitment Percentage of the LC Obligations. Schedule 2.7(a)(i) lists all Pre-Petition Letters of Credit outstanding on the Petition Date.

Letter of Credit Commitments, Terms of Letters of Credit. (i) Subject to and upon the terms and conditions herein set forthforth and such other conditions as are applicable to its customers generally, at any time and from time to time on or after the Closing Initial Borrowing Date until a date which is thirty (30) days and prior to the Revolver 30th Business Day preceding the Termination Date, each the Facing Agent (other than DB) agreesagrees to issue, severally not jointly, to issue each in its own name, but for the ratable account benefit of all Revolving Lenders (including the applicable Facing Agent), ) one or more Letters of Credit, denominated each having a Stated Amount in Dollars or an Alternative Currencyand on a sight basis, for the account of the Borrower in a Stated Amount which an aggregate undrawn amount at any one time outstanding that together with the aggregate Stated Amount of all other Letters of Credit (other than Fifth Amendment Existing Letters of Credit) then outstanding outstanding, does not exceed the Facing Agent Sublimit$15,000,000; provided, however, that a Facing Agent shall not issue or extend the expiration of any Letter of Credit if, immediately after giving effect to such issuance or extension, (A) the sum of the Assigned Dollar Value of the Revolving Loans, the Swing Line Loans and the aggregate LC Obligations at such time would exceed the Total Revolving Commitment minus the Overdraft Reserve and $15,000,000, or (B) the sum of the Assigned Dollar Value of the LC Obligations would exceed the Total Available Revolving Commitment on the date of such issuance or extensionany Revolving Lender would be less than zero. Each Revolving Lender severally, but not jointly, agrees to participate in each such Letter of Credit issued by the applicable Facing Agent in an amount equal to the extent of its Pro Rata Share Commitment Percentage and to make available to the applicable Facing Agent such Revolving Lender’s Pro Rata Share 's Commitment Percentage of any payment made to the beneficiary of such Letter of Credit to the extent not reimbursed by the Borrower; provided, however, that no Revolving Lender shall be required to participate in any Letter of Credit to the extent that such participation therein would exceed such Revolving Lender’s 's Available Revolving Commitment then applicable Available in effect; provided, further, that, after giving effect to the Issuance of any Letter of Credit, the aggregate amount of all LC Obligations, and the aggregate amount of all Revolving Loans and Swing Line Loans then outstanding, shall not exceed the lesser of (i) the Borrowing Base and (ii) the Total Revolving Commitment. No Lender’s 's obligation to participate in any Letter of Credit or to make available to the applicable Facing Agent such Revolving Lender’s Pro Rata Share 's Commitment Percentage of any Letter of Credit Payment made by the applicable Facing Agent shall be affected by any other Revolving Lender’s 's failure to participate in the same or any other Letter of Credit or by any other Revolving Lender’s 's failure to make available to the applicable Facing Agent such other Revolving Lender’s Pro Rata Share 's Commitment Percentage of any Letter of Credit Payment. Notwithstanding the foregoing, in the event a Lender Default exists, Facing Agent shall not be required to issue any Letter of Credit unless Facing Agent has entered into arrangements satisfactory to it and Borrower to eliminate such Facing Agent's risk with respect to the participation in Letters of Credit of the Defaulting Lender or Lenders, including by cash collateralizing such Defaulting Lender's or Lenders' Commitment Percentage of the LC Obligations. Schedule 2.9(a)(i) lists all Letters of Credit outstanding on the Third Amended and Restated Effective Date and which, for purposes of clarification, it is agreed shall remain outstanding under this Agreement.

Letter of Credit Commitments, Terms of Letters of Credit. (i) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on or after the Closing Date until date hereof and to but not including a date which is thirty (30) days prior to the Revolver Termination Date, each Facing Bank selected by the Company which is reasonably acceptable to the Documentation Agent (other than DBand which agrees to perform the services of a fronting bank) agrees, severally not jointly, agrees to issue each (in such capacity, a "Facing Agent") in its own name, but for the ratable account of all Revolving Lenders (including the applicable Facing Agent)name or through an Affiliate, one or more Letters of Credit, denominated in Dollars or an Alternative Currency, Credit for the account of the Borrower Company in a an aggregate Stated Amount which in Dollars at any one time that, together with the aggregate Stated Amount of all other Letters of Credit (other than Fifth Amendment Existing Letters of Credit) then outstanding issued pursuant hereto, does not exceed the Facing Agent Letter of Credit Commitment Sublimit; provided, however, that a no Facing Agent shall not issue or extend the expiration of any Letter of Credit if, immediately after giving effect to such issuance or extension, (A) the sum of the Assigned Dollar Value of the Revolving Loans, the Swing Line Loans and the aggregate LC Obligations in respect of Standby Letters of Credit at such time would exceed the Total Revolving Standby Letter of Credit Commitment minus the Overdraft Reserve and Sublimit, or (B) the sum of the Assigned Dollar Value of the aggregate LC Obligations in respect of Trade Letters of Credit at such time would exceed the Total Revolving Trade Letter of Credit Commitment on Sublimit, or (C) the date Commitment of such issuance or extensionany Bank would be exceeded. Each Revolving Lender Bank severally, but not jointly, agrees to participate in each such Letter of Credit issued by the applicable a Facing Agent in an amount equal ratably according to its Pro Rata Share Commitment Percentage and to make available to the applicable such Facing Agent such Lender’s Pro Rata Share Bank's Commitment Percentage of any payment made to the beneficiary of such Letter of Credit to the extent not reimbursed by the BorrowerCompany; provided, however, that no Revolving Lender Bank shall be required to participate in any Letter of Credit to the extent that such its participation therein would exceed such Revolving Lender’s Bank's Commitment then applicable Available Revolving Commitmentin effect. No Lender’s Bank's obligation to participate in any Letter of Credit or to make available to the applicable a Facing Agent such Revolving Lender’s Pro Rata Share Bank's Commitment Percentage of any Letter of Credit Payment made by the applicable Facing Agent shall be affected by any other Revolving Lender’s Bank's failure to participate in the same or any other Letter of Credit or by any other Revolving Lender’s Bank's failure to make available to the applicable relevant Facing Agent such other Lender’s Pro Rata Share Bank's Commitment Percentage of any Letter of Credit Payment.