Common use of The Letter of Credit Commitment Clause in Contracts

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b), and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Applicable Borrower or its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of CreditCredit issued by it; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued hereunder for the account of the Applicable Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) with regard to the Revolving Lenders collectively, the Total Revolving Outstandings shall not exceed the Aggregate CommitmentsRevolving Committed Amount, (yx) the aggregate Outstanding Amount of the Loans of any Lenderwith regard to each Revolving Lender individually, plus such Revolving Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations and Swingline Obligations Total Revolving Outstandings shall not exceed such Revolving Lender’s Commitment, Revolving Commitment and (zy) the Outstanding Amount of the L/C Obligations shall not exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) (the “Letter of Credit Sublimit”). Each request by the Applicable Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower AWI that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Existing Letters of Credit shall be deemed to have been issued hereunder and shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agreesIssuer, in reliance upon the agreements of the Lenders set forth in this Section 2.3, 2.10 (1) may, from time to time time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b), and (2) agrees to honor drawings under the Letters of CreditCredit issued hereunder; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or and its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings aggregate amount of the Available Commitments of any Lender shall not exceed the Aggregate Commitments, be less than zero Dollars (y) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations shall not exceed such Lender’s Commitment$0), and (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower maymay (subject to the discretion of the L/C Issuer), during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedreimbursed in accordance with the terms hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Restricted SubsidiariesBorrowers, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries Borrowers and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate CommitmentsBorrowing Base, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Newpark for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Newpark that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to On the terms and subject to the conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.32.17, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit in dollars for the account of a Borrower in support of the Borrower or its Restricted Subsidiariesobligations of such Borrower, and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderCredit; provided that after giving effect the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of CreditCredit if as of the date of such L/C Credit Extension, (x) the Total Outstandings shall not Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate CommitmentsTotal Revolving Loan Commitment at such time, (y) the aggregate Outstanding Effective Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations shall not Total Lender Risk Participation would exceed such Lender’s Revolving Loan Commitment, and or (z) the Outstanding Effective Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed in a form acceptable to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceIssuer. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the applicable Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the any Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b), 2.03(b) and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Loans Revolving Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Revolving Lender shall not exceed such Lender’s Commitment, Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; and provided further that no Letter of Credit denominated in any Alternative Currency may be issued by any L/C Issuer other than Bank of America, through itself or through one of its designated Affiliates or branch offices, in its capacity as such. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedreimbursed in accordance with the terms hereof. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in an Alternative Currency applicable to the L/C Issuer for the account of the any Borrower or its Restricted SubsidiariesLoan Party, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrowers or its Restricted Subsidiaries any Loan Party and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility, (x) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Commitment, (y) the aggregate Outstanding Amount of all Revolving Credit Loans denominated in Alternative Currencies plus the Loans of any Lender, plus such Lender’s Applicable Percentage of the aggregate Outstanding Amount of all L/C Obligations and Swingline Obligations denominated in Alternative Currencies shall not exceed such Lender’s Commitmentthe Alternative Currency Sublimit, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer severally agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the a Borrower or its any Restricted SubsidiariesSubsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b2.03(b), and (2) to honor drawings under the Letters of CreditCredit issued by it; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the a Borrower or its any Restricted Subsidiaries Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Lender shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the a Borrower for the issuance issuance, increase, extension, or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (ia) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.7, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Restricted Borrower Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)2.7.2 below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower, Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the Total Outstandings will not exceed the Maximum Loan Amount, (x) the Total Revolving Outstandings shall not exceed the Aggregate Total Revolving Commitments, (y) other than with respect to the Swing Line Lender, the aggregate Outstanding Amount of the Loans of any LenderLender made under the Revolving Facility, plus such Lender’s Applicable Commitment Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Swing Line Loans, shall not exceed such Lender’s Revolving Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.05, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit Credit, for the account of the Borrower or and its Restricted SubsidiariesSubsidiaries resident in a jurisdiction reasonably acceptable to the L/C Issuer, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or and its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Restricted SubsidiariesCompany, any Subsidiary, the Parent and/or any Subsidiary of the Parent, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b2.03(b), and (2) to honor drawings under the Letters of CreditCredit issued by it; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries Company, any Subsidiary, the Parent and/or any Subsidiary of the Parent and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving Credit Outstandings shall not exceed the Aggregate aggregate Revolving Credit Commitments, (yx) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Obligations, shall not exceed such Lender’s Revolving Credit Commitment, (y) the aggregate amount available to be drawn under all Letters of Credit issued by the applicable L/C Issuer issuing such Letter of Credit shall not exceed either of (I) such L/C Issuer’s Letter of Credit Commitment (provided that any L/C Issuer may, following a request from the Company, in its sole discretion, issue Letters of Credit in an aggregate available amount in excess of such L/C Issuer’s Letter of Credit Commitment so long as the Outstanding Amount of all L/C Obligations shall not exceed the Letter of Credit Sublimit) and (II) the aggregate amount of such L/C Issuer’s unused Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.13, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or its Restricted SubsidiariesBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally [***] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Lender shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, Date to issue Letters of Credit at sight denominated in Dollars for the account of the Borrower or its any Restricted Subsidiaries, Subsidiary of the Borrower (provided that the Borrower will be the applicant and that each Letter of Credit shall be issued by a single L/C Issuer determined by the Borrower (unless otherwise agreed by the applicable L/C Issuers)) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.3(b2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderpursuant to this Section 2.03; provided that after giving effect no L/C Issuer shall have any obligation to (x) issue trade or commercial (as opposed to standby) Letters of Credit without its consent or (y) make any L/C Credit Extension in an amount in excess of its Applicable Percentage of the Letter of Credit Sublimit (it being understood and agreed that any L/C Issuer may issue Letters of Credit in excess of such amount in its sole discretion upon request of the Borrower); provided further that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations shall not Revolving Credit Lender would exceed such Lender’s Commitment, and Revolving Credit Commitment or (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower Company or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the aggregate Outstanding Amount of the Loans Revolving A Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Revolving A Lender shall not exceed such Lender’s Commitment, Revolving A Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in an Alternative Currency applicable to such L/C Issuer for the account of the any Borrower or its Restricted SubsidiariesLoan Party, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrowers or its Restricted Subsidiaries any Loan Party and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility, (x) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Commitment, (y) the aggregate Outstanding Amount of all Revolving Credit Loans denominated in Alternative Currencies plus the Loans of any Lender, plus such Lender’s Applicable Percentage of the aggregate Outstanding Amount of all L/C Obligations and Swingline Obligations denominated in Alternative Currencies shall not exceed such Lender’s Commitmentthe Alternative Currency Sublimit, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower Parent or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Parent or any of its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Revolving Lender shall not exceed such Revolving Lender’s Commitment, Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Representative for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Furthermore, each Revolving Lender acknowledges and confirms that it has a participation interest in the liability of the L/C Issuer under the Existing Letters of Credit in a percentage equal to its Applicable Revolving Percentage. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof; and the Borrowers’ reimbursement obligations in respect of the Existing Letters of Credit, and each Revolving Lender’s obligations in connection therewith, shall be governed by the terms of this Agreement.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Restatement Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Commitments, Revolving Commitments and (y) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Lender shall not exceed such Lender’s Revolving Commitment, and (z) ; provided further that the Outstanding Amount availability of the L/C Obligations shall not exceed Aggregate Revolving Commitments at any time for the Letter issuance of Letters of Credit Sublimitshall be reduced by the amount of the Alternative Currency Reserve. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in each of the proviso provisos to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Restatement Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer severally agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the a Borrower or its any Restricted SubsidiariesSubsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b2.03(b), and (2) to honor drawings under the Letters of CreditCredit issued by it; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the a Borrower or its any Restricted Subsidiaries Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Lender shall not exceed such LenderXxxxxx’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the a Borrower for the issuance issuance, increase, extension, or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Initial Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)clause (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Outstandings shall not exceed the Aggregate Commitments, (yx) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Lender shall not exceed such Lender’s Commitment, and (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SublimitSublimit and (z) the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each applicable L/C Issuer agrees, in reliance upon the agreements of the Lenders having Revolving Commitments set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders having Revolving Commitments severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swingline Obligations Loans shall not exceed such Lender’s Revolving Commitment, and or (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. On the Closing Date, each L/C Issuer that has issued an Existing Letters of Credit shall be deemed, without further action by any party hereto, to have granted to each Lender and each Lender shall be deemed to have purchased from such L/C Issuer a participation in such Letter of Credit in accordance with paragraph (b)(ii) below. On and after the Closing Date, each Existing Letter of Credit shall constitute a Letter of Credit for the purposes hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.3Section, (1) from time to time on any Business Day during the period from the Closing Date until thirty (30) days prior to the Letter of Credit Expiration Maturity Date, to issue Letters of Credit in Dollars for the account of the Borrower (or its Restricted Subsidiariesat the request of the Borrower as specified in the applicable Letter of Credit Application, any other Loan Party), and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries any other Loan Party, as applicable, and any drawings thereunderthereunder in an amount up to their respective Applicable Percentage of such Letter of Credit; provided that that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitmentslesser of the Facility and the Borrowing Base, (y) the aggregate Outstanding Amount of the Loans Revolving Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Lender shall not exceed such LenderXxxxxx’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.. Each Existing Letter of Credit is deemed to be a Letter of Credit issued hereunder for all purposes of this Agreement and the other Loan Documents. (ii) The L/C Issuer shall not issue any Letter of Credit if: (A) the initial expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance, unless the Required Lenders have approved such expiry date; or (B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date; in each case, provided, however, that any Letter of Credit may provide for renewal thereof for additional periods of up to twelve (12) months (which in no event shall extend beyond the date referred to in clause (B) above). (iii) Any issuance of a Letter of Credit is subject to satisfaction of the conditions set forth in Section 4.02, and the L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing RestatementAmendment No. 3 Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in Canadian Dollars for the account of the Borrower or its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Commitments, (y) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Lender shall not exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the RestatementAmendment No. 3 Effective Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Restricted SubsidiariesBorrowers and the other Loan Parties, DB1/ 97390493.6 and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)2.03(b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries Borrowers and the other Loan Parties and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate CommitmentsRevolving Loan Cap, (y) the aggregate Outstanding Amount of the Committed Loans of any Revolving Lender, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Obligations, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Lead Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower Parent or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Parent or any of its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Revolving Lender shall not exceed such Lender’s Commitment, Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Representative for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Furthermore, each Revolving Lender acknowledges and confirms that it has a participation interest in the liability of the L/C Issuer under the Existing Letters of Credit in a percentage equal to its Applicable Percentage. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof; and the Borrowers’ reimbursement obligations in respect of the Existing Letters of Credit, and each Lender’s obligations in connection therewith, shall be governed by the terms of this Agreement.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower Company or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the aggregate Outstanding Amount of the Loans Revolving A Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Revolving A Lender shall not exceed such Lender’s Commitment, 's Revolving A Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Company's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agreesagrees (subject, in the case of an L/C Issuer other than Bank of America, to any maximum Letter of Credit commitment amount applicable to such L/C Issuer), in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that at no time after giving effect to any L/C Credit Extension with respect to any Letter of Credit, shall (x) the Total Outstandings shall not Aggregate Outstanding Credit Exposure with respect to all Revolving Loans and all L/C Obligations exceed the Aggregate CommitmentsCommitment, (y) the aggregate Outstanding Amount of the Loans Credit Exposure of any Lender, Lender with respect to the Revolving Loans plus such Lender’s Applicable Percentage of the Outstanding Amount Credit Exposure of such Lender with respect to all L/C Obligations and Swingline Obligations shall not exceed such Lender’s Commitment, Commitment and (z) the Outstanding Amount outstanding amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Closing Date Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each Committed L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.32.15, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower or its Restricted Subsidiaries(or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Application, for the account of any Subsidiary of the Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.3(b2.15(b), and (2) to honor drawings drafts under the Letters of Credit, (B) any Discretionary L/C Issuer may, in its sole discretion (but without any commitment to do so) and in reliance upon the agreements of the other Lenders set forth in this Section 2.15, (1) from time to time on any Business Day during the period from the Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower (or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Application, for the account of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.15(b), and (2) to honor drafts under the Letters of Credit; and (BC) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderSubsidiary; provided provided, that after giving effect no Committed L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, no Discretionary L/C Issuer shall be permitted to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension or after giving effect thereto, (xw) the Total Outstandings shall not would exceed the Aggregate Commitments, (yx) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations shall not Lender would exceed such Lender’s Commitment, and (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by Sublimit or (z) solely in the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the case any L/C Credit Extension so requested complies with by a Committed L/C Issuer, the conditions set forth in aggregate available amount of the proviso to the preceding sentenceLetters of Credit issued by such Committed L/C Issuer would exceed such Committed L/C Issuer’s L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.. (i) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Initial Draw Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Restricted Subsidiaries, and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; , and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that (a) after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility, and (yb) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all no L/C Obligations Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit and Swingline Obligations no Revolving Credit Lender shall not be obligated to participate in any Letter of Credit if after giving effect to such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Revolving Credit Lender’s Commitment, and Revolving Credit Commitment or (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor compliant drawings under the Letters of CreditCredit issued by it; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility at such time, (yx) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, and (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SublimitSublimit and (z) the Outstanding Amount of the L/C Obligations with respect to the Letters of Credit issued by Bank of America or KeyBank, as applicable, shall not exceed 50% of the Letter of Credit Sublimit at such time. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Restricted SubsidiariesBorrower, and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations and Swingline Obligations Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until 30 days prior to the Letter of Initial Revolving Credit Expiration DateMaturity Date (or, if such day is not a Business Day, the next preceding Business Day), to issue Letters of Credit denominated in Dollars for the account of the Borrower or its Restricted Subsidiarieseach Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the each Borrower or any of its Wholly-Owned Restricted Subsidiaries and any drawings thereunderon a pro rata basis in accordance with their respective Pro Rata Share of the Total Revolving Credit Commitments; provided that that, on the Closing Date, the aggregate amount of any Existing Letters of Credit shall be reallocated among the Revolving Credit Lenders so that, after giving effect thereto, the Revolving Credit Lenders shall share ratably participations in such Letters of Credit in accordance with their Pro Rata Share of the Revolving Credit Commitment (after giving effect to any L/C Credit Extension and expiration of any Letter of Credit on the Closing Date); provided, further, that any Letter of Credit issued on behalf of any Restricted Subsidiary of PSP shall be issued naming PSP as the account party on any such Letter of Credit, but such Letter of Credit may contain a statement that it is being issued for the benefit of such Restricted Subsidiary; provided, further, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if, as of the date of such L/C Credit Extension, (w) the amount available to be drawn under Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s Pro Rata Share of the Letter of Credit Sublimit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, Revolving Credit Lender plus such Revolving Credit Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations and Swingline Obligations shall not would exceed such Revolving Credit Lender’s Revolving Credit Commitment, and (y) the Total Outstandings would exceed the Total Revolving Credit Commitments or (z) the Outstanding Amount of the all L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the a Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso to in the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the each such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth hereinof this Agreement, (A) upon the request of the Lead Borrower made in accordance herewith, and prior to the Maturity Date, the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, agrees to issue requested Letters of Credit for the account of the Borrower or its Restricted Subsidiaries, and Loan Parties. By submitting a request to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b), and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Issuer for the issuance of a Letter of Credit, the Borrowers shall be deemed to have requested that the L/C Issuer issue the requested Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be irrevocable and shall be made in writing pursuant to a Letter of Credit Extension with respect Application by a Responsible Officer and delivered to any the L/C Issuer and the Administrative Agent via telefacsimile or other electronic method of transmission reasonably acceptable to the L/C Issuer not later than 11:00 a.m. at least two Business Days (or such other date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the L/C Issuer and (i) shall specify (A) the amount of such Letter of Credit, (xB) the Total Outstandings shall not exceed the Aggregate Commitmentsdate of issuance, amendment, renewal, or extension of such Letter of Credit, (yC) the aggregate Outstanding Amount proposed expiration date of such Letter of Credit, (D) the name and address of the Loans of any Lender, plus such Lender’s Applicable Percentage beneficiary of the Outstanding Amount Letter of all L/C Obligations and Swingline Obligations shall not exceed such Lender’s CommitmentCredit, and (zE) such other information (including, the Outstanding Amount conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit, and (ii) shall be accompanied by such Issuer Documents as the Administrative Agent or the L/C Obligations shall not exceed Issuer may request or require, to the Letter of Credit Sublimit. Each request by extent that such requests or requirements are consistent with the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Issuer Documents that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Issuer generally requests for Letters of Credit shall in similar circumstances. The Administrative Agent’s records of the content of any such request will be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedconclusive.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower Company or any of its Restricted Subsidiaries, as specified by the Company in requesting such Letter of Credit, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to clauses (x) and (z) in the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer severally agrees, in reliance upon the agreements of the US Lenders set forth in this Section 2.32.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the US Borrower or its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the US Lenders severally agree to participate in Letters of Credit issued for the account of the US Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the US Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Committed Loans of any US Lender, plus such US Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Obligations, plus such US Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such US Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the US Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the US Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the US Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the US Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Domestic Letters of Credit denominated in Dollars or in one or more Alternative Currencies] for the account of any Domestic Borrower but for the benefit of the Domestic Borrower, any Foreign Borrower or its Restricted any of their respective Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)2.03(b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders each Domestic Lender severally agree agrees to participate in Domestic Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that that, after giving effect to any L/C Credit Extension with respect to any Domestic Letter of Credit, (x) the Total Domestic Outstandings shall not exceed the Aggregate CommitmentsDomestic Loan Cap, (y) the aggregate Outstanding Amount of the Committed Domestic Loans of any Domestic Lender, plus (without duplication) such Domestic Lender’s Applicable Percentage of the Outstanding Amount of all Domestic L/C Obligations shall not exceed such Domestic Lender’s Domestic Commitment, and (z) the Outstanding Amount of the Domestic L/C Obligations shall not exceed the Domestic Letter of Credit Sublimit; and (C) each Foreign Lender severally agrees to participate in Australian Letters of Credit and any drawings thereunder; provided that, after giving effect to any Australian L/C Credit Extension, (x) the Total Outstandings of the Australian Borrower shall not exceed the Australian Borrower’s Loan Cap, (y) with respect to the Australian Borrower, (i) the aggregate Outstanding Amount of the Committed Loans of such Foreign Lender to the Australian Borrower, plus (without duplication) (ii) such Foreign Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations of the Australian Borrower shall not exceed such Foreign Lender’s CommitmentForeign Commitment with respect to the Australian Borrower, and (z) the Outstanding Amount of the L/C Obligations of the Australian Borrower shall not exceed the Letter of Credit SublimitSublimit for the Australian Borrower. Each request by the a Domestic Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Domestic Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Domestic Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything herein to the contrary, from and after the Effective Date, no Foreign Letters of Credit shall be issued.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Obligations, plus such Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateDate (in conformity with Section 2.03(a)(ii)(B)), to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Borrower Company, on its own behalf or on behalf of any Wholly Owned Subsidiary, or for the account of any Loan Party on its Restricted Subsidiariesown behalf, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company (or its Restricted Subsidiaries on behalf of any Wholly Owned Subsidiary) or on behalf of any Loan Party and any drawings thereunderthereunder (which, subject to Section 3.06, may be through any domestic or foreign branch or Affiliate of such Lender); provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, and (y) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage (as may be required to be adjusted pursuant to Section 2.18(a)(iv)) of the Outstanding Amount of all L/C Obligations and Swingline Obligations Obligations, plus such Lender’s Applicable Percentage (as may be required to be adjusted pursuant to Section 2.18(a)(iv)) of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount . Multi-Issuer Letters of the L/C Obligations shall not exceed the Credit may be issued in Dollars or in Alternative Currencies. Each request for a Letter of Credit Sublimitshall designate whether such Letter of Credit shall be issued as a Multi-Issuer Letter of Credit under Section 2.03(m) or as a Fronted Letter of Credit. This Section 2.03 shall apply to all Multi-Issuer Letters of Credit; provided that in the case of any inconsistency between the general provisions of Section 2.03 and Section 2.03(m), the provisions of such Section 2.03(m) shall govern Multi-Issuer Letters of Credit. Each request by the Borrower Company or a Loan Party for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company or such Loan Party that the L/C Credit Extension so requested complies with the conditions set forth in the proviso provisos to the preceding sentencefirst sentence of this paragraph. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s and the Loan Parties’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company and the Loan Parties may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Restricted SubsidiariesBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; (B) the Existing L/C Issuer shall act as the L/C Issuer in respect of the Existing Letters of Credit; provided that no Existing Letter of Credit shall be renewed by the Existing L/C Issuer but shall be replaced by Citibank as the L/C Issuer upon submission by the Borrower to any L/C Issuer of a request for an issuance of a Letter of Credit (subject to the terms of this Agreement); and (BC) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate CommitmentsMaximum Availability, (y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s 's Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s 's Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit L/C Expiration Date, to issue Letters of Credit for the account of the Borrower or its Restricted SubsidiariesBorrowers, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries Borrowers and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Revolving Loan Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus plus, without duplication, such Lender’s Revolving Loan Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Obligations, shall not exceed such Lender’s Revolving Loan Commitment, and or (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit L/C Sublimit. Each request by the Borrower Borrowers for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided 317687440.5 that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Lender shall not exceed such Lender’s Commitment, Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided, further, that, after giving effect to all L/C Credit Extensions, the aggregate Outstanding Amount of all Letters of Credit issued by the L/C Issuer shall not exceed the L/C Issuer’s L/C Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) 1. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower Parent or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Parent or any of its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Revolving Lender shall not exceed such Revolving Lender’s Commitment, Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Representative for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Furthermore, each Revolving Lender acknowledges and confirms that it has a participation interest in the liability of the L/C Issuer under the Existing Letters of Credit in a percentage equal to its Applicable Revolving Percentage. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof; and the Borrowers’ reimbursement obligations in respect of the Existing Letters of Credit, and each Revolving Lender’s obligations in connection therewith, shall be governed by the terms of this Agreement.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Parent, Borrower or its Restricted Subsidiariesthe Wholly-Owned Subsidiary Guarantors, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of CreditCredit issued by it; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries the Wholly-Owned Subsidiary Guarantors and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility Amount, (yx) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Lenxxx’x Revolving Credit Commitment, and (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the Outstanding Amount of the L/C Obligations under Letters of Credit issued by such L/C Issuer shall not exceed such L/C Issuer’s L/C Issuer Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.3Section, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower or any of its Restricted Domestic Subsidiaries or, in the L/C Issuer’s sole and absolute discretion, any of its Foreign Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate CommitmentsRevolving Facility, (y) the aggregate Outstanding Amount of the Loans Revolving Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Revolving Lender shall not exceed such Lender’s Revolving Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the Fronting L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.01, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Commitment Termination Date, to issue Fronted Letters of Credit for the account of the Borrower or its Restricted Subsidiariesany Subsidiary, and to amend or extend Fronted Letters of Credit previously issued by it, in accordance with Section 2.3(b), and (2) to honor drawings under the Fronted Letters of Credit; (B) each Lender agrees, through the Several L/C Agent, (1) from time to time on any Business Day during the period from the Closing Date until the Commitment Termination Date, to issue severally, and for itself alone, Several Letters of Credit at the request of and for the account of the Borrower or any Subsidiary in such Lender’s Applicable Percentage of the aggregate stated amounts of such Several Letters of Credit, and to amend or extend Several Letters of Credit previously issued by it, and (B2) to honor severally, and for itself alone, drawings under the Several Letters of Credit in an amount equal to its Applicable Percentage of such drawings; (C) the Lenders severally agree to participate in Fronted Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries any Subsidiary and any drawings thereunderthereunder in accordance with their Applicable Percentages; (D) with respect to any Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer under any Several Letter of Credit to be issued pursuant hereto, each Limited Fronting Lender, in reliance upon the agreements of such Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer set forth in this Section 2.01, agrees to issue through the Several L/C Agent, in addition to or as a part of the Several Letters of Credit it has agreed to issue on its own behalf, severally any such Several Letter of Credit, for the account of the Borrower or any Subsidiary, in an amount equal to such Affected Lender’s or Non-NAIC Approved Bank’s, as applicable, Applicable Percentage of the stated amount of such Several Letter of Credit, and to amend or extend each such Several Letter of Credit previously issued by it as a Limited Fronting Lender for such Participating L/C Issuer; and (E) with respect to any Several Letter of Credit issued by a Limited Fronting Lender pursuant to clause (D) preceding, each applicable Affected Lender or Non-NAIC Approved Bank, as applicable, agrees to purchase participations in the obligations of such Limited Fronting Lender under such Several Letter of Credit in an amount equal to all of the credit exposure of such Limited Fronting Lender (solely in its capacity as a Limited Fronting Lender for such Affected Lender or Non-NAIC Approved Bank, as applicable) under such Several Letter of Credit; provided that after giving effect to any L/C Credit Extension with respect to any Letter of CreditExtension, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Lender shall not exceed such Lender’s CommitmentCommitment (except as provided in clauses (A), (D) and (E), as applicable, above for the Fronting L/C Issuer or a Limited Fronting Lender) and (z) the Outstanding Amount aggregate stated amount of the L/C Obligations (1) Fronted Letters of Credit plus (2) Several Letters of Credit for which Bank of America is acting as a Limited Fronting Lender or a Confirming Bank shall not exceed the Letter of Credit Sublimit$250,000,000 at any time. Each request by the Borrower or any Subsidiary for the issuance issuance, amendment or amendment extension of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentencethis Agreement. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. From and after the Closing Date, the Existing Letters of Credit that are Fronted Letters of Credit shall be deemed to have been issued pursuant to this Agreement by the Fronting L/C Issuer. The Existing Letters of Credit that are Several Letters of Credit shall be amended in accordance with Section 2.01(b)(iv), effective as of the Closing Date, so that the liability of the Lenders under such Several Letters of Credit from and after the Closing Date shall be in accordance with the Lenders’ respective Applicable Percentages and such Several Letters of Credit, as so amended, shall be deemed to have been issued pursuant to this Agreement.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateDate (in conformity with Section 2.03(a)(ii)(B)), to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Borrower Company, on its own behalf or on behalf of any Wholly Owned Subsidiary, or for the account of any Loan Party on its Restricted Subsidiariesown behalf, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company (or its Restricted Subsidiaries on behalf of any Wholly Owned Subsidiary) or on behalf of any Loan Party and any drawings thereunderthereunder (which, subject to Section 3.06, may be through any domestic or foreign branch or Affiliate of such Lender); provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, and (y) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage (as may be required to be adjusted pursuant to Section 2.18(a)(iv)) of the Outstanding Amount of all L/C Obligations and Swingline Obligations Obligations, plus such Lender’s Applicable Percentage (as may be required to be adjusted pursuant to Section 2.18(a)(iv)) of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter . Multi-Issuer Letters of Credit Sublimitmay be issued in Dollars or in Alternative Currencies. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters designate whether such Letter of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters issued as a Multi-Issuer Letter of Credit to replace Letters under Section 2.03(m) or as a Fronted Letter of Credit that have expired or that have been drawn upon and reimbursed.Credit. This

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the U.S. Revolving Credit Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit under the U.S. Revolving Credit Facility up to its L/C Commitment for the account of the U.S. Borrower (or its Restricted Subsidiariesto the U.S. Borrower for the benefit of a Subsidiary), and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the U.S. Borrower (or its Restricted Subsidiaries to the U.S. Borrower for the benefit of a Subsidiary) and any drawings thereunderthereunder (pro rata in accordance with the Applicable Adjusted Percentage of such Revolving Credit Lenders); provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xA) the Total Outstandings Availability Conditions shall not exceed the Aggregate Commitmentsbe satisfied, (y) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations shall not exceed such Lender’s Commitment, and (zB) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (C) the Outstanding Amount of the Alternative Currency L/C Obligations shall not exceed the Alternative Currency Letter of Credit Sublimit; provided, further, that (A) the Euros Outstanding shall not exceed the Euro Sublimit, (B) the Sterling Outstanding shall not exceed the Sterling Sublimit and (C) the Yen Outstanding shall not exceed the Yen Sublimit at any time. Each request by the U.S. Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the U.S. Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the U.S. Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the U.S. Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto as Letters of Credit, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateDate (in conformity with Section 2.03(a)(ii)(B)), to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Borrower Company, on its own behalf or on behalf of any Wholly Owned Subsidiary, or for the account of any Loan Party on its Restricted Subsidiariesown behalf, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company (or its Restricted Subsidiaries on behalf of any Wholly Owned Subsidiary) or on behalf of any Loan Party and any drawings thereunderthereunder (which, subject to Section 3.06, may be through any domestic or foreign branch or Affiliate of such Lender); provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, and (y) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage (as may be required to be adjusted pursuant to Section 2.18(a)(iv)) of the Outstanding Amount of all L/C Obligations and Swingline Obligations Obligations, plus such Lender’s Applicable Percentage (as may be required to be adjusted pursuant to Section 2.18(a)(iv)) of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount . Multi-Issuer Letters of the L/C Obligations shall not exceed the Credit may be issued in Dollars or in Alternative Currencies. Each request for a Letter of Credit Sublimitshall designate whether such Letter of Credit shall be issued as a Multi-Issuer Letter of Credit under Section 2.03(m) or as a Fronted Letter of Credit. This Section 2.03 shall apply to all Multi-Issuer Letters of Credit; provided that in the case of any inconsistency between the general provisions of Section 2.03 and Section 2.03(m), the provisions of Section 2.03(m) shall govern Multi-Issuer Letters of Credit. Each request by the Borrower Company or a Loan Party for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company or such Loan Party that the L/C Credit Extension so requested complies with the conditions set forth in the proviso provisos to the preceding sentencefirst sentence of this paragraph. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s and the Loan Parties’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company and the Loan Parties may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each Issuing Bank (except the Existing L/C Issuer Issuer) agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from and including the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars for the account of the applicable Borrower or its (provided that any Letter of Credit may be for the benefit of any Subsidiary of any Borrower and may be issued for the joint and several account of any Borrower and a Restricted SubsidiariesSubsidiary to the extent otherwise permitted by this Agreement; provided further that to the extent any such Subsidiary is a non-Credit Party, such Letter of Credit shall be deemed an Investment in such Subsidiary and shall only be issued so long as such Investment is permitted hereunder) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.3(b2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Participating Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderpursuant to this Section 2.03; provided that after giving effect no Issuing Bank shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, if as of the date of such L/C Credit Extension (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans Revolving Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations shall not Participating Revolving Credit Lender would exceed such Lender’s Commitment, and Participating Revolving Credit Commitment or (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit subject to the terms hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from and including the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars (or in one or more Alternative Currencies) for the account of the any Borrower or its Restricted Subsidiariesany Subsidiary (as specified by such Borrower in the request for such Letter of Credit), and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the a Borrower or its Restricted Subsidiaries any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the Outstanding Amount of L/C Obligations under Letters of Credit issued by any such L/C Issuer shall not exceed such L/C Issuer’s Letter of Credit Commitment, (x) the Total Outstandings total Revolving Credit Exposure of all Lenders shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Lender shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the a Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer Issuing Lender agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.2, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower or its Restricted Subsidiariesany other Credit Party, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries any other Credit Party and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xi) the Total Outstandings LOC Obligations outstanding shall not at any time exceed TWENTY MILLION DOLLARS ($20,000,000) (the “LOC Committed Amount”) and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not at any time exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SublimitRevolving Committed Amount. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C LOC Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the any L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower or its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders holding Revolving Commitments and Revolving Loans severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderthereunder (based on their respective Applicable Percentages of the Aggregate Revolving Commitments); provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations shall not exceed such Lender’s Lendex’x Revolving Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. 50

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries pursuant to this Section 2.03 and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Available Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations plus such Revolving Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Commitment, Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Furthermore, each Revolving Lender acknowledges and confirms that it has a participation interest in the liability of the L/C Issuer under the Existing Letters of Credit in a percentage equal to its Applicable Revolving Credit Percentage of the Revolving Loans. The Borrower’s reimbursement obligations in respect of the Existing Letters of Credit, and each Revolving Lender’s obligations in connection therewith, shall be governed by the terms of this Agreement.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the Fronting L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.01, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Commitment Termination Date, to issue Fronted Letters of Credit for the account of the Borrower or its Restricted Subsidiariesany Subsidiary, and to amend or extend Fronted Letters of Credit previously issued by it, in accordance with Section 2.3(b), and (2) to honor drawings under the Fronted Letters of Credit; (B) each Lender agrees, through the Several L/C Agent, (1) from time to time on any Business Day during the period from the Closing Date until the Commitment Termination Date, to issue severally, and for itself alone, Several Letters of Credit at the request of and for the account of the Borrower or any Subsidiary in such Lender’s Applicable Percentage of the aggregate stated amounts of such Several Letters of Credit, and to amend or extend Several Letters of Credit previously issued by it, and (B2) to honor severally, and for itself alone, drawings under the Several Letters of Credit in an amount equal to its Applicable Percentage of such drawings; (C) the Lenders severally agree to participate in Fronted Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries any Subsidiary and any drawings thereunderthereunder in accordance with their Applicable Percentages; (D) with respect to any Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer under any Several Letter of Credit to be issued pursuant hereto, each Limited Fronting Lender, in reliance upon the agreements of such Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer set forth in this Section 2.01, agrees to issue through the Several L/C Agent, in addition to or as a part of the Several Letters of Credit it has agreed to issue on its own behalf, severally any such Several Letter of Credit, for the account of the Borrower or any Subsidiary, in an amount equal to such Affected Lender’s or Non-NAIC Approved Bank’s, as applicable, Applicable Percentage of the stated amount of such Several Letter of Credit, and to amend or extend each such Several Letter of Credit previously issued by it as a Limited Fronting Lender for such Participating L/C Issuer; and (E) with respect to any Several Letter of Credit issued by a Limited Fronting Lender pursuant to clause (D) preceding, each applicable Affected Lender or Non-NAIC Approved Bank, as applicable, agrees to purchase participations in the obligations of such Limited Fronting Lender under such Several Letter of Credit in an amount equal to all of the credit exposure of such Limited Fronting Lender (solely in its capacity as a Limited Fronting Lender for such Affected Lender or Non-NAIC Approved Bank, as applicable) under such Several Letter of Credit; provided that after giving effect to any L/C Credit Extension with respect to any Letter of CreditExtension, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Lender shall not exceed such Lender’s CommitmentCommitment (except as provided in clauses (A), (D) and (E), as applicable, above for the Fronting L/C Issuer or a Limited Fronting Lender) and (z) the Outstanding Amount aggregate stated amount of the L/C Obligations Fronted Letters of Credit shall not exceed $500,000,000 at any time (for the avoidance of doubt, no Several Letter of Credit Sublimitwith respect to which any Lender is acting as a Limited Fronting Lender or a Confirming Bank shall be deemed to be a Fronted Letter of Credit for this purpose). Each request by the Borrower or any Subsidiary for the issuance issuance, amendment or amendment extension of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentencethis Agreement. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.3Section, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or its any Restricted SubsidiariesSubsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that provided, that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate CommitmentsRevolving Facility, (y) the aggregate Outstanding Amount of the Loans Revolving Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Revolving Lender shall not exceed such Lender’s Revolving Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided, further, that, after giving effect to all L/C Credit Extensions, the aggregate Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)clause (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Lender shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or Canadian Dollars for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)clause (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings Outstanding Amount of Loans shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of Lender with respect to the Outstanding Amount of all L/C Obligations and Swingline Obligations Revolving Loan Facility shall not exceed such LenderXxxxxx’s Commitment, Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.. (ii) The L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the L/C Issuer has approved such expiry date. (iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally; (B) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $25,000 or CAD$25,000, as applicable;

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the any Borrower or its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving 70290124_9 Credit Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Outstandings shall not exceed the Aggregate Commitments, (yx) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Lender shall not exceed such Lender’s Commitment, and (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of the L/C Obligations under Financial Letters of Credit shall not exceed the Financial Letter of Credit Sublimit. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agreesagrees (subject, in the case of an L/C Issuer other than Bank of America, to any maximum Letter of Credit commitment amount applicable to such L/C Issuer), in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that at no time after giving effect to any L/C Credit Extension with respect to any Letter of Credit, shall (x) the Total Outstandings shall not Aggregate Outstanding Credit Exposure with respect to all Revolving Loans and all L/C Obligations exceed the Aggregate CommitmentsCommitment, (y) the aggregate Outstanding Amount of the Loans Credit Exposure of any Lender, Lender with respect to the Revolving Loans plus such Lender’s Applicable Percentage of the Outstanding Amount Credit Exposure of such Lender with respect to all L/C Obligations and Swingline Obligations shall not exceed such Lender’s Commitment, Commitment and (z) the Outstanding Amount outstanding amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Restricted Subsidiariesany Consolidated Party, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries any Consolidated Party and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Lender shall not exceed such Lender’s Commitment, and (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries pursuant to this Section 2.03 and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xv) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (yw) the aggregate Revolving A Credit Exposure of any Lender shall not exceed such Lender’s Revolving A Commitment, (x) the aggregate Outstanding Amount of the all Revolving B Loans and Letters of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Credit denominated in Alternative Currencies shall not exceed such Lender’s Commitment, the Alternative Currency Sublimit and (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Furthermore, each Revolving A Lender acknowledges and confirms that it has a participation interest in the liability of the L/C Issuer under the Existing Letters of Credit in a percentage equal to its Applicable Revolving Credit Percentage of the Revolving A Loans. The Borrower’s reimbursement obligations in respect of the Existing Letters of Credit, and each Revolving A Lender’s obligations in connection therewith, shall be governed by the terms of this Agreement.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries under this Agreement and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate CommitmentsRevolving Facility, (y) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations shall not exceed such Lender’s Revolving Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.3Section, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or its Restricted SubsidiariesBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate CommitmentsRevolving Facility, (y) the aggregate Outstanding Amount of the Loans Revolving Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Revolving Lender shall not exceed such Lender’s Revolving Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided, further, that after giving effect to all L/C Credit Extensions, the aggregate Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Restatement Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Restricted Domestic Subsidiaries (other than Inactive Subsidiaries), and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Domestic Subsidiaries (other than Inactive Subsidiaries) and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility, (y) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Restatement Effective Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Revolving Facility Lenders set forth in this Section 2.32.05, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the any Borrower or its Restricted Subsidiaries, and to amend or (solely in the case of standby Letters of Credit) extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Facility Lenders severally and not jointly agree to participate in Letters of Credit issued for the account of the any Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings Revolving Facility Credit Exposure shall not exceed the Aggregate Commitmentslesser of the Revolving Loan Limit and the Borrowing Base at such time, (y) the aggregate Outstanding Amount of the Loans Revolving Facility Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Lender shall not exceed such LenderXxxxxx’s Revolving Facility Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Anything contained herein to the contrary notwithstanding, each L/C Issuer may, but shall not be obligated to, issue a Letter of Credit that supports an obligation of a Borrower in respect of (x) a lease of real property or (y) an employment contract. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.. As of the Closing Date, the Existing Letters of Credit shall be deemed to have been issued under (and shall be governed by the terms of) this Agreement. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.05(b)(iii), the expiry date of the requested Letter of Credit would occur, (1) with respect to each standby Letter of Credit, more than twelve months after the date of issuance or last extension or, (2) with respect to each commercial Letter of Credit, more than 180 days after the date of issuance, unless, in each case, the Required Lenders have approved such expiry date; or

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Cash Collateral Date, to issue Letters of Credit for the account of the Borrower Borrower, any Consolidated Entity or its Restricted Subsidiariesany Unconsolidated Entity, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrower, any Consolidated Entity or its Restricted Subsidiaries any Unconsolidated Entity and any drawings thereunder; provided that that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Commitments, (yx) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations and Swingline Obligations Obligations, plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SublimitSublimit and (z) the aggregate Unsecured Debt of the Borrower and the Combined Parties (including any requested or pending Credit Extension) shall not exceed the amount permitted pursuant to Section 7.03(a) hereof. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that are expiring or have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or for the account of the Borrower and one or more of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or for the account of the Borrower and one or more of its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, and (y) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Lender shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of multiplied by the Outstanding Amount of all L/C Obligations and Swingline Obligations Obligations, plus such Lender’s Applicable Percentage multiplied by the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Datedate that is thirty (30) days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day), to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower Company or its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Lender shall not exceed such Lender’s Commitment, Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Furthermore, each Lender acknowledges and confirms that it has a participation interest in the liability of the L/C Issuer under the Existing Letters of Credit in a percentage equal to its Applicable Percentage of the Revolving Loans. The Company’s reimbursement obligations in respect of the Existing Letters of Credit, and each Lender’s obligations in connection therewith, shall be governed by the terms of this Agreement.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Revolving Facility Lenders set forth in this Section 2.32.05, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Designated Borrower, the Borrower or its Restricted the Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Facility Lenders severally agree to participate in Letters of Credit issued for the account of the Designated Borrower, the Borrower or its Restricted the Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Outstandings aggregate amount available to be drawn under all Letters of Credit issued by the applicable L/C Issuer issuing such Letter of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitment (provided, that any L/C Issuer may, following a request from the Aggregate CommitmentsBorrower or the Designated Borrower, (y) the as applicable, each in its sole discretion, issue Letters of Credit in an aggregate Outstanding Amount available amount in excess of the Loans such L/C Issuer’s Letter of any Lender, plus such Lender’s Applicable Percentage of Credit Commitment so long as the Outstanding Amount of all L/C Obligations and Swingline Obligations shall not exceed the Letter of Credit Sublimit), (x) the Revolving Facility Credit Exposure shall not exceed the total Revolving Facility Commitments, (y) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower or the Designated Borrower, as applicable, for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower or the Designated Borrower, as applicable, that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s or the Designated Borrower’s, as applicable, ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower or the Designated Borrower, as applicable, may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.02, (1) from time to time on any Business Day during the period from the Closing Date until to but not including the Letter of Credit Expiration Date, Maturity Date to issue Letters of Credit in Dollars for the account of the Borrower or its Restricted Subsidiariesany Subsidiary, and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.3(b), subsection (b) below and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations shall not exceed such Lender’s Commitment, Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.3Section, (1) from time to time on any Business Day during the period from the Closing Date until thirty (30) days prior to the Letter of Credit Expiration Maturity Date, to issue Letters of Credit in Dollars for the account of the Borrower (or its Restricted Subsidiariesat the request of the Borrower as specified in the applicable Letter of Credit Application, any other Loan Party), and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries any other Loan Party, as applicable, and any drawings thereunderthereunder in an amount up to their respective Applicable Percentage of such Letter of Credit; provided that that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitmentslesser of the Facility and the Borrowing Base, (y) the aggregate Outstanding Amount of the Loans Revolving Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Lender shall not exceed such LenderXxxxxx’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Each Existing Letter of Credit is deemed to be a Letter of Credit issued hereunder for all purposes of this Agreement and the other Loan Documents.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the a Fronting L/C Issuer agreesIssuer, in reliance upon the agreements of the Lenders set forth in this Section 2.32.01, (1) may in its sole discretion, from time to time on any Business Day during the period from the Closing Date until the Commitment Termination Date, agree to issue Fronted Letters of Credit for the account of the Borrower or any Subsidiary, and amend or extend Fronted Letters of Credit previously issued by it, and (2) agrees to honor drawings under the Fronted Letters of Credit issued by such Fronting L/C Issuer; (B) each Lender agrees, through the Several L/C Agent, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Commitment Termination Date, to issue severally, and for itself alone, Several Letters of Credit Credit, at the request of and for the account of the Borrower or its Restricted Subsidiariesany Subsidiary, in an amount equal to such Lender’s Applicable Percentage of the aggregate stated amounts of such Several Letters of Credit, and to amend or extend Several Letters of Credit previously issued by it, in accordance with Section 2.3(b), and (2) to honor severally, and for itself alone, drawings under the Several Letters of CreditCredit in an amount equal to its Applicable Percentage of such drawings; and (BC) with respect to each Fronted Letter of Credit issued by a Fronting L/C Issuer, the other Lenders severally agree to participate in Fronted Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries any Subsidiary and any drawings thereunderthereunder in accordance with their Applicable Percentages; (D) with respect to any Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer under any Several Letter of Credit to be issued pursuant hereto, each Limited Fronting Lender, in reliance upon the agreements of such Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer set forth in clause (E) of this Section 2.01, may in its sole discretion, agree to issue through the Several L/C Agent, in addition to or as a part of the Several Letters of Credit it has agreed to issue on its own behalf, severally any such Several Letter of Credit, for the account of the Borrower or any Subsidiary, in an amount equal to such Affected Lender’s or Non-NAIC Approved Bank’s, as applicable, Applicable Percentage of the stated amount of such Several Letter of Credit, and to amend or extend each such Several Letter of Credit previously issued by it as a Limited Fronting Lender for such Participating L/C Issuer; and (E) with respect to any Several Letter of Credit issued by a Limited Fronting Lender pursuant to clause (D) of this Section 2.01, each applicable Affected Lender or Non-NAIC Approved Bank, as applicable, agrees to purchase participations in the obligations of such Limited Fronting Lender under such Several Letter of Credit in an amount equal to all of the credit exposure of such Limited Fronting Lender (solely in its capacity as a Limited Fronting Lender for such Affected Lender or Non-NAIC Approved Bank, as applicable) under such Several Letter of Credit; provided that after giving effect to any L/C Credit Extension with respect to any Letter of CreditExtension, (x) the Total Outstandings shall not exceed the Aggregate Commitments, and (y) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Lender shall not exceed such Lender’s Commitment, and (z) Commitment at the Outstanding Amount time of the such L/C Obligations shall not exceed the Letter of Credit SublimitExtension (except as provided in clauses (A), (D) and (E), as applicable, above for a Fronting L/C Issuer or a Limited Fronting Lender). Each request by the Borrower or any Subsidiary for the issuance issuance, amendment or amendment extension of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentencethis Agreement. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. From and after the Closing Date, the Existing Letters of Credit that are Fronted Letters of Credit shall be deemed to have been issued pursuant to, and shall be subject to and governed by the terms and conditions of, this Agreement by Bank of America, in its capacity as a Fronting L/C Issuer, provided that Bank of America shall not have any obligation to extend, renew, amend or increase the amount of any such Existing Letters of Credit that are Fronted Letters of Credit. The Existing Letters of Credit that are Several Letters of Credit shall be amended and/or replaced pursuant to Section 4.01(a)(vii), or amended in accordance with Section 2.01(b)(iv) effective as of the Closing Date, so that the liability of the Lenders under such Several Letters of Credit from and after the Closing Date shall be in accordance with the Lenders’ respective Applicable Percentages and such Several Letters of Credit, as so amended, shall be deemed to have been issued pursuant to this Agreement and shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (ia) Subject to the terms and conditions set forth herein, (Ai) the L/C LC Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.17, (1A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration date that is 30 days prior to the Commitment Termination Date, to issue Letters of Credit for the account of the Borrower or its Restricted SubsidiariesBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)2.17.2 below, and (2B) to honor drawings under the Letters of Credit; and (Bii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C LC Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings Aggregate Outstanding Credit Exposure shall not exceed the Aggregate CommitmentsCommitment, (y) the aggregate Outstanding Amount amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount Pro Rata Share of all L/C Obligations and Swingline Obligations LC Obligations, shall not exceed such Lender’s Commitment, Commitment and (z) the Outstanding Amount outstanding amount of the L/C LC Obligations at any time shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C LC Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this agreements of the other Revolving Credit Lenders set forth in this Section 2.32.26, (1) from time to Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment time on any Business Day during the period from and including the Closing Date until the Letter of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars for the account fifth, so long as of the Borrower (or so long as the Borrower is the primary obligor, for the account of any no Default or Event of Default has occurred and is continuing, to the Borrower payment of any amounts Subsidiary or its Restricted Subsidiaries, any Parent) and to amend or extend renew Letters of Credit previously issued by it, in owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained accordance with Section 2.3(b2.26(b), and (2) to honor drawings under the Letters of Credit; Credit and (B) the Participating Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower its obligations under this Agreement; and sixth, to that Defaulting Lender or its Restricted Subsidiaries and any drawings thereunderas otherwise directed pursuant to this Section 2.26; provided that after giving effect GS Bank shall not be obligated to issue trade or by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal commercial Letters of Credit; and provided further that no L/C Issuer shall be obligated to make amount of any Loans in respect of which that Defaulting Lender has not fully funded its appropriate any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to share and (y) such Loans were made at a time when the conditions set forth in Sections 4.02 or participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Outstandings Revolving 4.03, as applicable, were satisfied or waived, such payment shall not be applied solely to pay the Loans Credit Exposure of any Revolving Credit Lender under its Participating Revolving Credit of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Commitments would exceed its Participating Revolving Credit Commitments (it being understood Loans of that Defaulting Lender. Any payments, prepayments or other amounts paid or payable that with respect to a Swing Line Lender, its Swing Line Exposure for purposes of this clause (x) to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall shall be deemed to be its Pro Rata Share (after giving effect when a Defaulting Lender shall exist be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents to any reallocation effected in accordance with Section 2.25(c)) of the Aggregate Commitmentstotal Swing Line Exposure), hereto. (y) with respect to any Swing Line Lender that is a Participating Revolving Credit Lender, the aggregate Outstanding Amount of its Swing Line Exposure (in its capacity as a Swing Line Lender and a Revolving (c) During any period in which there is a Defaulting Lender, for purposes of computing Credit Lender), plus the aggregate principal amount of its outstanding Revolving Credit Loans (in the amount of the Loans obligation of any each Non-Defaulting Lender to acquire, refinance or fund its capacity as a Revolving Credit Lender), plus such Lender’s Applicable Percentage of the Outstanding Amount of all its L/C Obligations Exposure would exceed its Revolving participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.26 and Swingline Obligations shall not exceed such Lender’s Commitment2.27, and the Pro Credit Commitment or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter Rata Share of each Non- Credit Loans and L/C Obligations shall of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit Sublimit provided further that no L/C Issuer shall be deemed obligated to be a representation by the Borrower that the make any L/C Credit Extension so requested complies with the conditions set forth in the proviso be computed without giving effect to the preceding sentence. Within the foregoing limits, and subject Participating Revolving Credit Commitment of that Extension with respect to the terms and conditions hereof, the Borrower’s ability to obtain Letters any Letter of Credit shall be fully revolvingif as of the date of such L/C Credit Extension, and accordingly after Defaulting Lender; provided that the Borrower may, during the foregoing period, obtain Letters aggregate obligation of Credit each Non-Defaulting Lender to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.102 103 76797407_14 76797407_14 EU-DOCS\25892879.17 EU-DOCS\25892879.17

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the a Borrower or its Restricted Subsidiariesthe Guarantors, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the a Borrower or its Restricted Subsidiaries the Guarantors and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the Total Outstandings shall not exceed the Borrowing Base then in effect, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans that are participated to such Lender shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Notwithstanding anything else to the contrary contained herein or in any other Loan Document, Sub Inc. shall not be able to request the issuance or amendment of a Letter of Credit.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth hereinherein and, to the extent applicable, in a related Enhancement Letter of Credit Application and Agreement, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Facility Expiration Date, to issue Letters of Credit denominated in U.S. Dollars or Canadian Dollars for the account of the any Borrower or its Restricted Subsidiariesany Subsidiary, and to amend amend, increase or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrowers or its Restricted their respective Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Commitments, Revolving Commitments and (y) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Lender shall not exceed such Lender’s Revolving Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the applicable Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Furthermore, each Lender acknowledges and confirms that it has a participation interest in the liability of the L/C Issuer under the Existing Letters of Credit in a percentage equal to its Applicable Percentage. The Borrowers’ reimbursement obligations in respect of the Existing Letters of Credit, and each Lender’s obligations in connection therewith, shall be governed by the terms of this Agreement.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from and including the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower or its Restricted Subsidiaries, (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower and may be issued for the joint and several account of the Borrower and a Subsidiary of the Borrower to the extent otherwise permitted by this Agreement) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.3(b2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderpursuant to this Section 2.03; provided that after giving effect the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Outstandings shall not Revolving Credit Exposure of any Revolving Credit Lender would exceed the Aggregate Commitments, such Lendxx’x Xevolving Credit Commitment or (y) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein to the contrary, Letter of Credit Applications (as defined below) by the Borrower and communications by the Administrative Agent and the L/C Issuer may be made and transmitted pursuant to electronic codes and security measures mutually agreed upon and established by and among the Borrower and the L/C Issuer. The Borrower hereby authorizes the L/C Issuer and the Administrative Agent to accept, act upon, and treat as genuine and original (but without any obligation of the L/C Issuer or the Administrative Agent to do any of the foregoing) applications, authorizations, and other requests regardless of the manner communicated, including those sent or communicated via overnight courier, certified or non-certified mail, fax, email, electronic code, or phone, so long as the Administrative Agent does not have actual knowledge that a particular application, authorization, or other request is not authorized by the Borrower.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Domestic Revolving Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower Parent or any of its Restricted Subsidiaries, and to amend 38 or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Domestic Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Parent or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Domestic Total Revolving Outstandings shall not exceed the Aggregate Domestic Revolving Commitments, (y) the aggregate Outstanding Amount of the Loans Domestic Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Domestic Revolving Lender shall not exceed such Lender’s Commitment, Domestic Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Parent for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Parent that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerParent’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Parent may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.32.03, (1) from time to time on any Business Day during the period from the Closing Funding Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Furthermore, each Lender acknowledges and confirms that it has a participation interest in the liability of the L/C Issuer under the Existing Letters of Credit in a percentage equal to its Applicable Percentage of the Revolving Loans. The Borrower’s reimbursement obligations in respect of the Existing Letters of Credit, and each Lender’s obligations in connection therewith, shall be governed by the terms of this Agreement.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each Committed L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.32.15, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower or its Restricted Subsidiaries(or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Application, for the account of any Subsidiary of the Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.3(b2.15(b), and (2) to honor drawings drafts under the Letters of Credit, (B) any Discretionary L/C Issuer may, in its sole discretion (but without any commitment to do so) and in reliance upon the agreements of the other Lenders set forth in this Section 2.15, (1) from time to time on any Business Day during the period from the Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower (or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Application, for the account of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.15(b), and (2) to honor drafts under the Letters of Credit; and (BC) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderSubsidiary; provided provided, that after giving effect no Committed L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, no Discretionary L/C Issuer shall be permitted to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension or after giving effect thereto, (xw) the Total Outstandings shall not would exceed the Aggregate Commitments, (yx) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations shall not Lender would exceed such LenderXxxxxx’s Commitment, and (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by Sublimit or (z) solely in the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the case any L/C Credit Extension so requested complies with by a Committed L/C Issuer, the conditions set forth in aggregate available amount of the proviso to the preceding sentenceLetters of Credit issued by such Committed L/C Issuer would exceed such Committed L/C Issuer’s L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.