Common use of The Letter of Credit Commitments Clause in Contracts

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (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 at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower, the U.S. Borrower or any of their respective Subsidiaries and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(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 pursuant to this Section 2.03; provided 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 U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (D) the issuance of such Letter of Credit would violate any policies of such L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from Availability Period for the Effective Date until the Letter of Revolving Credit Expiration DateFacility, to issue Letters of Credit at sight denominated in Dollars or any Revolving Alternative Currency, in one or more Foreign Currencies each case for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and and, except in the case of the following clause (w), no Lender shall be obligated to participate in any Letter of Credit if as of the date of immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the U.S. aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit SublimitCommitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and the U.S. 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. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03 (a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date. (ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations in respect of Issuer has approved such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in respect of such requested any undrawn Letter of Credit has been Cash Collateralized or back-stopped by a letter shall in any event terminate on the Letter of credit reasonably satisfactory to the applicable L/C IssuerCredit Expiration Date); (D) the issuance of such Letter of Credit would violate any policies of such L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate Laws binding upon such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (GE) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currencyany Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or (F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (ia) Subject to the terms and conditions set forth herein, (Ai) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1A) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit L/C Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of Holdings (to the Parent Borrowerextent not prohibited under Section 7.09), the U.S. Borrower or any of their respective the Borrower’s Restricted Subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder) (provided that any such Letter of Credit may be for the benefit of Holdings or any Subsidiary of the Borrower) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(2), and (2B) to honor drawings under the Letters of Credit and (Bii) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer 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 U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter L/C Sublimit. The Existing Letters of Credit Sublimitshall be deemed to be “Letters of Credit” issued on the Closing Date for all purposes of the Loan Documents. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (iib) An L/C Issuer Issuing Bank shall be under no obligation to issue any Letter of Credit (other than, for the avoidance of doubt, the Existing Letters of Credit) if: (Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Law applicable to such L/C Issuer Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or direct that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder); (Bii) subject to Section 2.03(b)(iii2.03(2)(c), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless (1A) each Appropriate Lender has approved of such expiration date or (2B) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C IssuerIssuing Bank prior to the date that is twelve months after the date of issuance thereof; (Ciii) subject to Section 2.03(2)(c), the expiry date of such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless (1I) each Appropriate Lender has approved of such expiration date or (2II) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank prior to the L/C IssuerExpiration Date; (Div) the issuance of such Letter of Credit would violate any policies of such L/C Issuer Issuing Bank applicable to letters of credit generally;; provided that no Issuing Bank shall be required to issue either (A) letters of guarantee or bankers’ acceptances or (B) commercial letters of credit, in each case without its consent; or (Ev) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer Issuing Bank (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C IssuerIssuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv2.17(1)(d)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency. (iiic) An L/C Issuer Issuing Bank shall be under no obligation to amend any Letter of Credit if (Ai) such L/C Issuer Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (Bii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders under the Revolving Credit Facility set forth in this Section 2.03, (1x) from time to time on any Business Day following the Closing Date during the period from Availability Period for the Effective Date until the Letter of Revolving Credit Expiration DateFacility, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided that any Letter of Credit may be for the account of any Subsidiary of the Borrower; provided, further that the Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the U.S. Borrower’s business derives substantial benefits from the businesses of such Subsidiaries, and the Borrower or hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any Letter of their respective Subsidiaries Credit issued for the account of any Subsidiary) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders under the Revolving Credit Facility severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, Credit and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if as of the date of immediately after giving effect to such L/C Credit Extension, (w) the Total Revolving Outstandings would exceed the Revolving Credit Commitments then in effect, (x) the U.S. sum of the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any U.S. Revolving Credit Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, would exceed such Lender’s U.S. Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the aggregate L/C Obligations Exposure would exceed the Letter of Credit SublimitSublimit or (z) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment. Letters of Credit shall constitute utilization of the Revolving Credit Commitments. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for and which such the L/C Issuer is not otherwise compensated hereunder)in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations in respect of Issuer has approved such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Facility Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders under the Revolving Credit Facility in respect of such requested any undrawn Letter of Credit has been Cash Collateralized or back-stopped by a letter shall in any event terminate on the Letter of credit reasonably satisfactory to the applicable L/C IssuerCredit Facility Expiration Date); (D) in the issuance case of Letters of Credit, if such Letter of Credit would violate any policies of such L/C Issuer applicable is to letters of credit generally;be denominated in a currency other than Dollars or an Approved Currency; or (E) any U.S. Revolving Credit Lender of the applicable Class is at that such time a Defaulting Lender, nor shall any L/C Issuer be under any obligation to extend or amend existing Letters of Credit, unless such L/C Issuer has entered into arrangements, including reallocation of such Lender’s Applicable Percentage of the applicable outstanding L/C Obligations pursuant to Section 2.16 or the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting L/C Exposure (after giving effect to Section 2.17(a)(iv)2.16) with respect to the Defaulting such Lender arising from either the Letter of Credit then proposed to be issued or that such Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting L/C Exposure, as it may elect in its sole discretion;; or (F) except as otherwise agreed by the Administrative Agent and issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer, the Issuer or one or more policies of such L/C Issuer applicable to letters of credit in general; (G) such Letter of Credit is not a standby letter of credit; or (H) such Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency10,000. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The aggregate L/C Issuer shall act on behalf Commitments of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and all the L/C Issuer Issuers shall have all of the benefits and immunities (A) provided be less than or equal to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters Letter of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuerSublimit at all times.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (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 at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower, the U.S. Borrower or any of their respective its Subsidiaries and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(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 pursuant to this Section 2.03; provided 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 U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Parent Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (D) the issuance of such Letter of Credit would violate any policies of such L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Alternative L/C Currencies for the account of the Parent Borrower, Borrowers (provided that any Letter of Credit may be for the U.S. Borrower or benefit of any Subsidiary of their respective Subsidiaries the Company) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided 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 after giving effect to such L/C Credit Extension, if (x) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment Commitment, or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and the U.S. 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. It is hereby acknowledged and agreed that each of the letters of credit described in Schedule 2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, prohibit or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has the Required Revolving Credit Lenders have approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, Date (and may not unless (1) each Appropriate Lender has all the Revolving Credit Lenders have approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date); (D) the issuance of such Letter of Credit would violate any policies of such L/C Issuer Laws binding upon or otherwise applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (GE) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign an Alternative L/C Currency, unless otherwise agreed by the L/C Issuer and the Administrative Agent; or (F) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.032.13 and within the limits of its L/C Commitment, (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 at sight denominated in Dollars or in one or more Foreign Alternative Currencies for the account of the Parent BorrowerCompany or its Subsidiaries, the U.S. Borrower or any of their respective Subsidiaries and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit Credit; and (B) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Company or its Subsidiaries and any drawings thereunder; provided that no L/C Issuer shall be obligated after giving effect 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 (1) the Dollar Equivalent of the date aggregate Outstanding Amount of such all Loans and L/C Credit ExtensionObligations shall not exceed the aggregate Revolving Loan Commitments, (x2) the U.S. Dollar Equivalent of the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any U.S. Revolving Credit Lender would Lender, plus such Lender’s Commitment Ratio of the Dollar Equivalent of the Outstanding Amount of all L/C Obligations plus such Lender’s Commitment Ratio of the Swingline Loans then outstanding shall not exceed such Lender’s U.S. Revolving Credit Commitment or Commitment, (y3) the Dollar Equivalent of the Outstanding Amount of the L/C Obligations would in respect of Letters of Credit issued by such Issuing Bank shall not exceed the Dollar Equivalent of such Issuing Bank’s L/C Commitment, (4) the Dollar Equivalent of the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (5) the Dollar Equivalent of the aggregate outstanding principal amount of Advances and the Outstanding Amount of Letters of Credit, in each case denominated in any Alternative Currency, exceeds the Alternative Currency Sublimit; and provided, further, that none of Barclays Bank PLC, Royal Bank of Canada or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. shall have any obligation to issue commercial letters of credit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Each letter of credit listed on Schedule 2 shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of this Section 2.13, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and the U.S. Borrower may, during the foregoing period, Company may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) An L/C Issuer No Issuing Bank shall be under no obligation to issue any Letter of Credit Credit, if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date (for which such L/C Issuer is not otherwise compensated hereunder); (B1) subject to Section 2.03(b)(iii2.13(b)(iii), the expiry date of such the requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless (1) the Majority Lenders have approved such expiry date; provided that each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Auto-Extension Letter of Credit has been Cash Collateralized or back-stopped by a letter shall not be deemed to have an expiry date longer than twelve (12) months after the date of credit reasonably satisfactory to the applicable L/C Issuer;its issuance; or (C2) the expiry date of such the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. (iii) No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (1) each Appropriate Lender has approved any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain such expiration Issuing Bank from issuing the Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; provided, however, that any such circumstance shall not affect such Lender’s obligations pursuant to Section 2.13(c); (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (D) the issuance of such the Letter of Credit would violate any one or more policies of such L/C Issuer Issuing Bank applicable to letters of credit generally; (E3) except as otherwise agreed by the Administrative Agent and such Issuing Bank, the Letter of Credit is in an initial stated amount less than $100,000, in the case of a Commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit; (4) except as otherwise agreed by the Administrative Agent and such Issuing Bank, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (5) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer Issuing Bank (in its sole discretion) with the Parent Borrower, the U.S. Borrower Company or such Lender to eliminate such L/C IssuerIssuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G6) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currencycontains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iiii) An L/C Issuer No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (ii) No Issuing Bank shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer Issuing Bank would have no obligation at such time to issue such the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such the Letter of Credit does not accept the proposed amendment to such the Letter of Credit. (iviii) The L/C Issuer Each Issuing Bank shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer each Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX 9 with respect to any acts taken or omissions suffered by the L/C Issuer such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX 9 included the L/C Issuer such Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuerIssuing Banks.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of the Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided 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 after giving effect to such L/C Credit Extension, (x) the U.S. Revolving Credit Exposure of any U.S. Lender attributable to its Revolving Credit Lender Commitment of any Class would exceed such Lender▇▇▇▇▇▇’s U.S. Revolving Credit Commitment of such Class, or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that no L/C Issuer shall be obligated to issue, amend or renew any Letter of Credit if (I) the Outstanding Amount of Letters of Credit issued by such L/C Issuer, when aggregated with the Revolving Credit Exposure of such L/C Issuer (other than Revolving Credit Exposure attributable to Letters of Credit issued by such L/C Issuer) would exceed the L/C Issuer’s aggregate Revolving Credit Commitments or (II) the Outstanding Amount of Letters of Credit issued by such L/C Issuer would exceed its L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or the Required Revolving Credit Lenders and (2) the Outstanding Amount of relevant L/C Obligations in respect of Issuer have approved such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or all the Revolving Credit Lenders and (2) the Outstanding Amount of relevant L/C Obligations in respect of Issuer have approved such requested expiry date, except to the extent such Letter of Credit has been is Cash Collateralized in accordance with Section 2.03(f) or back-stopped by a letter of credit otherwise backstopped pursuant to arrangements reasonably satisfactory to the applicable relevant L/C Issuer; (D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer or one or more policies of such the L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or Dollars; (F) [reserved]; or (G) any Lender is at that time a Foreign CurrencyDefaulting Lender, unless after giving effect to the requested issuance the requirements of Section 2.16(e) have been satisfied. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Seventh Restatement Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Alternative Currencies for the account of the Parent Borrower, the U.S. relevant Borrower or any of their respective Subsidiaries and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.04(b), and (2) to honor drawings drafts under the Letters of Credit Credit; and (B) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the relevant Borrower; provided 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 ExtensionExtension or after giving effect thereto, (v) the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment, (w) the Total Revolving Outstandings would exceed the Aggregate Revolving Credit Commitments, (x) the U.S. Revolving Credit Exposure Outstandings of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the aggregate Outstanding Amount of all Revolving Credit Loans denominated in Australian Dollars, plus the Outstanding Amount of all L/C Obligations denominated in Australian Dollars would exceed the Australian Dollar Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and the U.S. 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. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Seventh Restatement Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Seventh Restatement Effective Date (for which and which, in each case, such L/C Issuer is not otherwise compensated hereunder)in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) subject to Section 2.03(b)(iii2.04(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Revolving Credit Lenders (1other than any Revolving Credit Lender that is a Defaulting Lender) each Appropriate Lender has have approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders (1other than any Revolving Credit Lender that is a Defaulting Lender) each Appropriate Lender has have approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer;expiry date; or (D) the issuance of such Letter of Credit would violate any Laws or one or more policies of such L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies Alternative L/C currencies for the account of the Parent Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided 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 after giving effect to such L/C Credit Extension, (x) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment Commitment, or (y) the Outstanding Amount of the L/C Obligations 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 of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. It is hereby acknowledged and agreed that each of the letters of credit described in Schedule 2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date and shall be subject to and governed by the terms and conditions of this Agreement. (ii) An L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Revolving Credit Lenders have approved such expiry date; or (B) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the Revolving Credit Lenders and such L/C Issuer have approved such expiry date or (y) the Borrower has entered into arrangements reasonably satisfactory to the relevant L/C Issuer to Cash Collateralize the Outstanding Amount of such L/C Obligations or backstop such Letter of Credit on the later of (I) the date of issuance of such Letter of Credit and (II) the 30th day prior to the Letter of Credit Expiration Date). (iii) An L/C Issuer shall not be under no 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 such L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated for hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for and which such L/C Issuer is not otherwise compensated hereunder)for hereunder and in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (D) the issuance of such the Letter of Credit would violate any one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $25,000; (D) the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative L/C Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currencycontains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such the Letter of Credit does not accept the proposed amendment to such the Letter of Credit. (ivv) The An L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents the Letter of Credit Application pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the such L/C Issuer.

The Letter of Credit Commitments. (ia) Subject to the terms and conditions set forth herein, (Ai) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1A) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit L/C Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies another Available Currency for the account of the Parent Borrower, the U.S. Borrower or a Restricted Subsidiary (provided that any such Letter of their respective Subsidiaries Credit may be for the benefit of Holdings or any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(2), and (2B) to honor drawings under the Letters of Credit and (Bii) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer 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 U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender▇▇▇▇▇▇’s U.S. Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit L/C Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. In accordance with Section 2.03(8), all Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(1) (except that the provisions of 2.03(7) shall not apply to such deemed issuance on the Closing Date). (iib) An L/C Issuer Issuing Bank shall be under no obligation to issue any Letter of Credit if: (Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Law applicable to such L/C Issuer Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or direct that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder); (Bii) subject to Section 2.03(b)(iii2.03(2)(c), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1A) each Appropriate Lender has approved of such expiration date or (2B) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C IssuerIssuing Bank; (Ciii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless (1A) each Appropriate Lender has approved of such expiration date or (2B) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C IssuerIssuing Bank; (Div) the issuance of such Letter of Credit would violate any policies of such L/C Issuer Issuing Bank applicable to letters of credit generally;; or (Ev) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer Issuing Bank (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C IssuerIssuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv2.17(1)(d)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency. (iiic) An L/C Issuer Issuing Bank shall be under no obligation to amend any Letter of Credit if (Ai) such L/C Issuer Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (Bii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (ia) Subject to the terms and conditions set forth herein, (Ai) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1A) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit L/C Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies an Available LC Currency for the account of the Parent Borrower, Holdings or a Restricted Subsidiary (provided that any such Letter of Credit may be for the U.S. Borrower benefit of Holdings or any Subsidiary of their respective Subsidiaries the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(2), and (2B) to honor drawings under the Letters of Credit and (Bii) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer 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 U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter L/C Sublimit or (z) the Outstanding Amount of Credit Sublimitthe L/C Obligations issued by such Issuing Bank would exceed its L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (iib) An L/C Issuer Issuing Bank shall be under no obligation to issue any Letter of Credit if: (Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Law applicable to such L/C Issuer Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or direct that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder); (Bii) subject to Section 2.03(b)(iii2.03(2)(c), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1A) each Appropriate Lender has approved of such expiration date or (2B) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C IssuerIssuing Bank; (Ciii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless (1A) each Appropriate Lender has approved of such expiration date or (2B) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C IssuerIssuing Bank; (Div) the issuance of such Letter of Credit would violate any policies of such L/C Issuer Issuing Bank applicable to letters of credit generally;; provided that (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. and its Affiliates shall only be required to issue standby letters of credit and shall not be required to issue (x) any bank guarantees or (y) any letter of credit denominated in any Available LC Currency other than Dollars without its prior consent and (ii) Bank of America, N.A. and JPMorgan Chase Bank, N.A. and their respective Affiliates shall not be required to issue any bank guarantees; or (Ev) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer Issuing Bank (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C IssuerIssuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv2.17(1)(d)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency. (iiic) An L/C Issuer Issuing Bank shall be under no obligation to amend any Letter of Credit if (Ai) such L/C Issuer Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (Bii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.032.13 and within the limits of its L/C Commitment, (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 at sight denominated in Dollars or in one or more Foreign Alternative Currencies for the account of the Parent BorrowerCompany or its Subsidiaries, the U.S. Borrower or any of their respective Subsidiaries and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit Credit; and (B) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Company or its Subsidiaries and any drawings thereunder; provided that no L/C Issuer shall be obligated after giving effect 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 (1) the Dollar Equivalent of the date aggregate Outstanding Amount of such all Loans and L/C Credit ExtensionObligations shall not exceed the aggregate Revolving Loan Commitments, (x2) the U.S. Dollar Equivalent of the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any U.S. Revolving Credit Lender would Lender, plus such Lender’s Commitment Ratio of the Dollar Equivalent of the Outstanding Amount of all L/C Obligations plus such Lender’s Commitment Ratio of the Swingline Loans then outstanding shall not exceed such Lender’s U.S. Revolving Credit Commitment or Commitment, (y3) the Dollar Equivalent of the Outstanding Amount of the L/C Obligations would in respect of Letters of Credit issued by such Issuing Bank shall not exceed the Dollar Equivalent of such Issuing Bank’s L/C Commitment, (4) the Dollar Equivalent of the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (5) the Dollar Equivalent of the aggregate outstanding principal amount of Advances and the Outstanding Amount of Letters of Credit, in each case denominated in any Alternative Currency, exceeds the Alternative Currency Sublimit; and provided, further, that none of Barclays Bank PLC, Royal Bank of Canada or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. shall have any obligation to issue commercial letters of credit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Each letter of credit listed on Schedule 2 shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of this Section 2.13, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and the U.S. Borrower may, during the foregoing period, Company may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) An L/C Issuer No Issuing Bank shall be under no obligation to issue any Letter of Credit Credit, if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date (for which such L/C Issuer is not otherwise compensated hereunder); (B1) subject to Section 2.03(b)(iii2.13(b)(iii), the expiry date of such the requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless (1) the Majority Lenders have approved such expiry date; provided that each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Auto-Extension Letter of Credit has been Cash Collateralized or back-stopped by a letter shall not be deemed to have an expiry date longer than twelve (12) months after the date of credit reasonably satisfactory to the applicable L/C Issuer;its issuance; or (C2) the expiry date of such the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. (iii) No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (1) each Appropriate Lender has approved any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain such expiration Issuing Bank from issuing the Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; provided, however, that any such circumstance shall not affect such Lender’s obligations pursuant to Section 2.13(c); (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (D) the issuance of such the Letter of Credit would violate any one or more policies of such L/C Issuer Issuing Bank applicable to letters of credit generally; (E3) except as otherwise agreed by the Administrative Agent and such Issuing Bank, the Letter of Credit is in an initial stated amount less than $100,000, in the case of a Commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit; (4) except as otherwise agreed by the Administrative Agent and such Issuing Bank, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (5) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer Issuing Bank (in its sole discretion) with the Parent Borrower, the U.S. Borrower Company or such Lender to eliminate such L/C IssuerIssuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G6) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currencycontains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iiiiv) An L/C Issuer No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No Issuing Bank shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer Issuing Bank would have no obligation at such time to issue such the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such the Letter of Credit does not accept the proposed amendment to such the Letter of Credit. (ivvi) The L/C Issuer Each Issuing Bank shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer each Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX 9 with respect to any acts taken or omissions suffered by the L/C Issuer such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX 9 included the L/C Issuer such Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuerIssuing Banks.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders under the Revolving Credit Facility set forth in this Section 2.03, (1x) from time to time on any Business Day following the Closing Date during the period from Availability Period for the Effective Date until the Letter of Revolving Credit Expiration DateFacility, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of the Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders under the Revolving Credit Facility severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, Credit and no Lender shall be obligated to participate in any Letter of Credit if as of the date of immediately after giving effect to such L/C Credit Extension, (xi) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or (y) the Outstanding Amount of the aggregate L/C Obligations Exposure would exceed the Letter of Credit Sublimit, (ii) the aggregate amount of Letters of Credit issued by any L/C Issuer would exceed its Specified L/C Sublimit, (iii) the aggregate Revolving Credit Exposure would exceed the total Revolving Credit Commitments, or (iv) the Revolving Facility Exposure of any L/C Issuer would exceed its Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations in respect of Issuer has approved such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations in respect of Issuer has approved such requested expiry date (which approval may be subject to such Letter of Credit has been being Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory otherwise backstopped pursuant to the applicable arrangements acceptable to such L/C Issuer) (it being understood that the participations of the Revolving Credit Lenders under the Revolving Credit Facility in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date); (D) the issuance of such Letter of Credit would violate any policies of such L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate Laws binding upon such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (GE) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currencyunless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or (F) the Letter of Credit is in an initial amount less than $100,000. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (AA)(1) each Dollar L/C Issuer agrees, in reliance upon the agreements of the other U.S. Dollar Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, to issue Dollar Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided that any Dollar Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Dollar Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings under the Dollar Letters of Credit and (B2) the U.S. Dollar Revolving Credit Lenders severally agree to participate in Dollar Letters of Credit issued pursuant to this Section 2.03 and (B)(1) each Alternative Currency L/C Issuer agrees, in reliance upon the agreements of the other Alternative Currency Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Alternative Currency Letters of Credit denominated in Dollars or in an Alternative Currency for the account of the Parent Borrower or any Foreign Subsidiary Revolving Borrower (provided that any Alternative Currency Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower or any Foreign Subsidiary Revolving Borrower) and to amend or renew Alternative Currency Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drawings under the Alternative Currency Letters of Credit and (2) the Alternative Currency Revolving Credit Lenders severally agree to participate in Alternative Currency Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and no Lender Lenders shall not be obligated to participate in any Letter Letters of Credit if if, as of the date of such L/C Credit Extensionthe applicable (I) Dollar Letter of Credit, (x) the U.S. Dollar Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Dollar Revolving Credit Commitment or (y) the Outstanding Amount of the all Dollar L/C Obligations would exceed the Dollar L/C Sublimit and (II) Alternative Currency Letter of Credit, (x) the Alternative Currency Revolving Credit Exposure of any Lender would exceed such Lender’s Alternative Currency Revolving Credit Commitment or (y) the Outstanding Amount of all Alternative Currency L/C Obligations would exceed the Alternative Currency L/C Sublimit; provided further that no Letter of Credit Sublimitshall be issued by any L/C Issuer the stated amount of which, when added to the Outstanding Amount of L/C Credit Extensions with respect to such L/C Issuer, would exceed the applicable Specified L/C Sublimit of such L/C Issuer then in effect. Each request by the Parent Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Parent 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 Parent Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (ii) An 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 months after the date of issuance or last renewal, unless otherwise agreed by such L/C Issuer and the Administrative Agent in their sole discretion; or (B) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (1) each Appropriate Lender shall have approved such expiry date or (2) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized. (iii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (D) the issuance of such Letter of Credit would violate any one or more policies of such L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (FC) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the such Letter of Credit is to be denominated in a currency other than (i) in the case of Dollar Letters of Credit, Dollars and (ii) in the case of Alternative Currency Letters of Credit, Dollars or an Alternative Currency; or (D) any Dollar Revolving Credit Lender, in the case of a Foreign CurrencyDollar Letter of Credit, or any Alternative Currency Revolving Credit Lender, in the case of an Alternative Currency Letter of Credit, is a Defaulting Lender, unless such L/C Issuer has entered into arrangements reasonably satisfactory to it and the Parent Borrower to eliminate such L/C Issuer’s risk with respect to the participation in such Letter of Credit by all such Defaulting Lenders, including by (1) Cash Collateralizing, (2) reallocating pursuant to Section 2.17(a), or (3) obtaining a backstop letter of credit from an issuer reasonably satisfactory to the L/C Issuer to support, each such Defaulting Lender’s Pro Rata Share of any L/C Obligations in respect of such Letter of Credit. (iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (ivv) The Each L/C Issuer shall act on behalf of the Revolving Credit Appropriate Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the such L/C Issuer with respect to such acts or omissions, omissions and (B) as additionally provided herein with respect to the L/C IssuerIssuers.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from Availability Period for the Effective Date until the Letter of Revolving Credit Expiration DateFacility, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower, Borrower (provided that any Letter of Credit may be for the U.S. benefit of any Restricted Subsidiary of the Borrower or any so long as (x) the Borrower is a joint and several co-applicant and co-obligor in respect of their respective Subsidiaries such Letter of Credit and (y) such L/C Issuer has completed its customary “know your client” procedures with respect to such Restricted Subsidiary; provided that each notice requesting the issuance of such Letter of Credit and each letter of credit application in respect thereof shall be deemed by a representation and warranty by the Borrower that such Subsidiary is a Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and and, except in the case of the following clause (w), no Lender shall be obligated to participate in any Letter of Credit if as of the date of immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or (y) the Outstanding Amount of the aggregate L/C Obligations Exposure would exceed the Letter of Credit SublimitSublimit or (y) the Revolving Credit Exposure of any Lender would exceed such ▇▇▇▇▇▇’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. On the Conversion Date, any Letters of Credit that were issued under (and as defined in) the DIP Revolving Credit Agreement prior to the Conversion Date and then outstanding shall be deemed issued under the Revolving Credit Facility hereunder for the account of the Borrower or any applicable Restricted Subsidiary for all purposes under this Agreement without need for any further action by the Borrower or any other Person, and shall be governed by the terms and conditions of this Agreement. (ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations in respect of Issuer has approved such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in respect of such requested any undrawn Letter of Credit has been Cash Collateralized or back-stopped by a letter shall in any event terminate on the Letter of credit reasonably satisfactory to the applicable L/C IssuerCredit Expiration Date); (D) the issuance of such Letter of Credit would violate any policies of such L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate Laws binding upon such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (GE) the Letter of Credit is to be denominated in a currency other than Dollars unless otherwise agreed by the applicable L/C Issuer and the Revolver Agent; (F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000; (G) the face amount of such Letter of Credit (together with all other Letters of Credit issued by such L/C Issuer and outstanding at such time) shall exceed the L/C Issuer Sublimit applicable to such L/C Issuer; or (H) (i) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank now or hereafter applicable to letters of credit generally or (ii) such Letter of Credit is not a Foreign Currencystandby letter of credit. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders under the Revolving Credit Facility set forth in this Section 2.03, (1x) from time to time on any Business Day during following the period from the Effective Closing Date until before the Letter of Credit Facility Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided, that any Letter of Credit may be for the account of any Restricted Subsidiary of the Parent Borrower with the approval of the applicable L/C Issuer (such approval not to be unreasonably withheld or delayed); provided, further that the Parent Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Parent Borrower, and that the U.S. Parent Borrower’s business derives substantial benefits from the businesses of such Subsidiaries, and the Parent Borrower or hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any Letter of their respective Subsidiaries Credit issued for the account of any Subsidiary) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders under the Revolving Credit Facility severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, Credit and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if as of the date of immediately after giving effect to such L/C Credit Extension, (v) Excess Availability would be less than $0, (w) the Total Outstandings would exceed the Revolving Credit Commitments then in effect, (x) the U.S. sum of the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any U.S. Revolving Credit Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, would exceed such Lender’s U.S. Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the aggregate L/C Obligations Exposure would exceed the Letter of Credit SublimitSublimit or (z) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment. Letters of Credit shall constitute utilization of the Revolving Credit Commitments. Within the foregoing limits, and subject to the terms and conditions hereof, the Parent Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for and which such the L/C Issuer is not otherwise compensated hereunder)in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations in respect of Issuer has approved such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Facility Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders under the Revolving Credit Facility in respect of such requested any undrawn Letter of Credit has been Cash Collateralized or back-stopped by a letter shall in any event terminate on the Letter of credit reasonably satisfactory to the applicable L/C IssuerCredit Facility Expiration Date); (D) in the issuance case of Letters of Credit, if such Letter of Credit would violate any policies of such L/C Issuer applicable is to letters of credit generally;be denominated in a currency other than Dollars or an Approved Currency; or (E) any U.S. Revolving Credit Lender of the applicable Class is at that such time a Defaulting Lender, nor shall any L/C Issuer be under any obligation to extend or amend existing Letters of Credit, unless such L/C Issuer has entered into arrangements, including reallocation of such Lender’s Applicable Percentage of the applicable outstanding L/C Obligations pursuant to Section 2.16 or the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting L/C Exposure (after giving effect to Section 2.17(a)(iv)2.16) with respect to the Defaulting such Lender arising from either the Letter of Credit then proposed to be issued or that such Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting L/C Exposure, as it may elect in its sole discretion;; or (F) except as otherwise agreed by the Administrative Agent and issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer, the Issuer or one or more policies of such L/C Issuer applicable to letters of credit in general; (G) such Letter of Credit is not a standby letter of credit; or (H) such Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency10,000. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The aggregate L/C Issuer shall act on behalf Commitments of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and all the L/C Issuer Issuers shall have all of the benefits and immunities (A) provided be less than or equal to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters Letter of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuerSublimit at all times.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (AA)(1) each Dollar L/C Issuer agrees, in reliance upon the agreements of the other U.S. Dollar Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, to issue Dollar Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided that any Dollar Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Dollar Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings under the Dollar Letters of Credit and (B2) the U.S. Dollar Revolving Credit Lenders severally agree to participate in Dollar Letters of Credit issued pursuant to this Section 2.03 and (B)(1) each Alternative Currency L/C Issuer agrees, in reliance upon the agreements of the other Alternative Currency Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Alternative Currency Letters of Credit denominated in Dollars or in an Alternative Currency for the account of the Parent Borrower or any Foreign Subsidiary Revolving Borrower (provided that any Alternative Currency Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower or any Foreign Subsidiary Revolving Borrower) and to amend or renew Alternative Currency Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drawings under the Alternative Currency Letters of Credit and (2) the Alternative Currency Revolving Credit Lenders severally agree to participate in Alternative Currency Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and no Lender Lenders shall not be obligated to participate in any Letter Letters of Credit if if, as of the date of such L/C Credit Extensionthe applicable (I) Dollar Letter of Credit, (x) the U.S. Dollar Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Dollar Revolving Credit Commitment or (y) the Outstanding Amount of the all Dollar L/C Obligations would exceed the Dollar L/C Sublimit and (II) Alternative Currency Letter of Credit, (x) the Alternative Currency Revolving Credit Exposure of any Lender would exceed such Lender’s Alternative Currency Revolving Credit Commitment or (y) the Outstanding Amount of all Alternative Currency L/C Obligations would exceed the Alternative Currency L/C Sublimit; provided further that no Letter of Credit Sublimitshall be issued by any L/C Issuer the stated amount of which, when added to the Outstanding Amount of L/C Credit Extensions with respect to such L/C Issuer, would exceed the applicable Specified L/C Sublimit of such L/C Issuer then in effect. Each request by the Parent Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Parent 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 Parent Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (ii) An 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 months after the date of issuance or last renewal, unless otherwise agreed by such L/C Issuer and the Administrative Agent in their sole discretion; or (B) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (1) each Appropriate Lender shall have approved such expiry date or (2) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized. (iii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (D) the issuance of such Letter of Credit would violate any one or more policies of such L/C Issuer applicable to letters of credit generally;; or (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (FC) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the such Letter of Credit is to be denominated in a currency other than (i) in the case of Dollar Letters of Credit, Dollars and (ii) in the case of Alternative Currency Letters of Credit, Dollars or a Foreign an Alternative Currency. (iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (ivv) The Each L/C Issuer shall act on behalf of the Revolving Credit Appropriate Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuerIssuers.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1) (x) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, in the case of any L/C Issuer other than Deutsche Bank, to issue Letters of Credit at sight denominated in Dollars or any Alternative Currency, Singapore Dollars, HK Dollars, Danish Kroner or Norwegian Kroner, or any other freely tradable foreign currency reasonably requested by the Borrower from time to time and in one or more Foreign Currencies which an L/C Issuer may, in accordance with its policies and procedures in effect at such time, issue Letters of Credit, for the account of the Parent Borrower, Borrower (provided that any Letter of Credit may be for the U.S. benefit of any Subsidiary of the Borrower or any Business Successor (so long as the Borrower is the applicant or co-applicant therefor and subject to compliance with Section 7.02)) and (y) from time to time on any Business Day during the period from the Closing Date until the Letter of their respective Subsidiaries and Credit Expiration Date (except in the case of Existing Letters of Credit, from the Closing Date until the date that is forty-five (45) days after the Closing Date), to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b) (provided that no such amendment or renewal of an Existing Letter of Credit may increase the stated amount thereof), and (2) to honor drawings drafts under the Letters of Credit and (B) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and no Lender Lenders shall not be obligated to participate in any Letter Letters of Credit if as of the date of such the applicable L/C Credit Extension, if (x) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Revolving Credit Commitments then in effect, or (z) the Letter of Credit Sublimitgiving rise to such L/C Credit Extension has a stated expiry date after any Maturity Date with respect to any Revolving Credit Commitments then in effect and the aggregate stated amount of all Letters of Credit having stated expiry dates after such Maturity Date would exceed the aggregate amount of the Revolving Credit Commitments which will remain in effect after such Maturity Date. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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 Letters of Credit shall be issued on “sight-basis” only which, for the avoidance of doubt, means that any Letter of Credit shall be honored for payment by the relevant L/C Issuer at the time the Letter of Credit is presented for payment and not at a later date or time. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit (other than the Letters of Credit listed on Schedule 2.03(a)(ii)(B)) would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) otherwise agreed by the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to Issuer and the applicable L/C IssuerAdministrative Agent; (C) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (1x) each Appropriate Lender has all the Revolving Credit Lenders have approved of such expiration expiry date or (2y) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter in an amount equal to at least 101% of credit reasonably satisfactory to the applicable Outstanding Amount of such L/C IssuerObligations; (D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer and/or the issuance of such Letters of Credit would violate any policies of such the L/C Issuer applicable to letters Letters of credit Credit generally;; or (E) any U.S. Revolving Credit Lender Lender, as applicable, is at that time a Defaulting LenderLender at such time, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, arrangements reasonably satisfactory to such L/C Issuer (in its sole discretion) with it and the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) risk with respect to the Defaulting Lender arising from either the Letter participation in Letters of Credit then proposed to be issued or that Letter by such Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of Credit and all other the L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign CurrencyObligations. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1x) 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 at sight denominated in Dollars or in one or more Foreign Alternative L/C Currencies for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of the Parent Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided 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 after giving effect to such L/C Credit Extension, if (x) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender▇▇▇▇▇▇’s U.S. Revolving Credit Commitment Commitment, or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that each L/C Issuer shall have a Commitment herein proportionate to its Revolving Credit Commitment and no L/C Issuer shall be obligated to issue, amend or renew any Letter of Credit if (I) the Outstanding Amount of Letters of Credit issued by such L/C Issuer, when aggregated with the Revolving Credit Exposure of such L/C Issuer (other than Revolving Credit Exposure attributable to Letters of Credit issued and made by such L/C Issuer) would exceed the L/C Issuer’s Revolving Credit Commitment or (II) the Outstanding Amount of Letters of Credit issued by such L/C Issuer would exceed its L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and the U.S. 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. It is hereby acknowledged and agreed that each of the letters of credit described in Schedule 2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, no L/C Issuer shall be required to issue commercial or trade Letters of Credit without its consent. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2i) the Outstanding Amount of Required Lenders and (ii) the relevant L/C Obligations in respect of Issuer have approved such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1i) each Appropriate Lender has approved of such expiration date or all the Revolving Credit Lenders and (2ii) the Outstanding Amount of relevant L/C Obligations in respect of Issuer have approved such requested expiry date, except to the extent such Letter of Credit has been is Cash Collateralized in accordance with Section 2.03(f) or back-stopped by a letter of credit otherwise backstopped pursuant to arrangement reasonably satisfactory to the applicable relevant L/C Issuer; (D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer or one or more policies of such the L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative L/C Currency, unless otherwise agreed by the L/C Issuer and the Administrative Agent; (F) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or (G) any Lender is at that time a Foreign CurrencyDefaulting Lender, unless after giving effect to the requested issuance the requirements of Section 2.16(e) have been satisfied. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1) (x) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, in the case of any L/C Issuer other than Deutsche Bank, to issue Letters of Credit at sight denominated in Dollars or any Alternative Currency, Singapore Dollars, HK Dollars, Danish Kroner or Norwegian Kroner, or any other freely tradable foreign currency reasonably requested by the Borrower from time to time and in one or more Foreign Currencies which an L/C Issuer may, in accordance with its policies and procedures in effect at such time, issue Letters of Credit, for the account of the Parent Borrower, Borrower (provided that any Letter of Credit may be for the U.S. benefit of any Subsidiary of the Borrower or any Business Successor (so long as the Borrower is the applicant or co-applicant therefor and subject to compliance with Section 7.02)) and (y) from time to time on any Business Day during the period from the Closing Date until the Letter of their respective Subsidiaries and Credit Expiration Date (except in the case of Existing Letters of Credit, from the Closing Date until the date that is forty-five (45) days after the Closing Date), to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b) (provided that no such amendment or renewal of an Existing Letter of Credit may increase the stated amount thereof), and (2) to honor drawings drafts under the Letters of Credit and (B) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and no Lender Lenders shall not be obligated to participate in any Letter Letters of Credit if as of the date of such the applicable L/C Credit Extension, (x) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the L/C Sublimit, or (z) the Letter of Credit Sublimitgiving rise to such L/C Credit Extension has a stated expiry date after any Maturity Date with respect to any Revolving Credit Commitments then in effect and the aggregate stated amount of all Letters of Credit having stated expiry dates after such Maturity Date would exceed the aggregate amount of the Revolving Credit Commitments which will remain in effect after such Maturity Date; provided, further, that (i) Bank of America, as L/C Issuer (or any Affiliate thereof), shall only be required to issue Letters of Credit with the face amount in the aggregate of up to but not exceeding $50,000,000, (ii) Natixis, New York Branch as an L/C Issuer (or any Affiliate thereof), shall only be required to issue Letters of Credit with the face amount in the aggregate of up to but not exceeding $25,000,000, (iii) each of The Bank of Tokyo-Mitsubishi UFJ, Ltd. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A., as an L/C Issuer (or any Affiliate thereof), shall only be required to issue Letters of Credit with the face amount in the aggregate of up to but not exceeding $7,500,000 and (iv) each of the other Lead Arranger L/C Issuers shall only be required to issue Letters of Credit with the face amount in the aggregate of up to but not exceeding $15,000,000. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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 Letters of Credit shall be issued on “sight-basis” only which, for the avoidance of doubt, means that any Letter of Credit shall be honored for payment by the relevant L/C Issuer at the time the Letter of Credit is presented for payment and not at a later date or time. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit Credit, (i) in the case of a standby Letter of Credit, would occur more than twelve months after the date of issuance or last renewal, and (ii) in the case of a commercial Letter of Credit, would occur more than 180 days after the date of issuance or last renewal, in each case, unless (1) each Appropriate Lender has approved of such expiration date or (2) otherwise agreed by the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to Issuer and the applicable L/C IssuerAdministrative Agent; (C) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (1x) each Appropriate Lender has all the Revolving Credit Lenders have approved of such expiration expiry date or (2y) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter in an amount equal to at least 101% of credit reasonably satisfactory to the applicable Outstanding Amount of such L/C IssuerObligations; (D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer and/or the issuance of such Letters of Credit would violate any policies of such the L/C Issuer applicable to letters Letters of credit Credit generally;; or (E) any U.S. Revolving Credit Lender Lender, as applicable, is at that time a Defaulting LenderLender at such time, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, arrangements reasonably satisfactory to such L/C Issuer (in its sole discretion) with it and the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) risk with respect to the Defaulting Lender arising from either the Letter participation in Letters of Credit then proposed to be issued or that Letter by such Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of Credit and all other the L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign CurrencyObligations. (iii) An L/C Issuer shall be under no obligation to increase, extend or otherwise amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its increased, extended or amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed increase, extension or amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent BorrowerPacer or its Subsidiaries, the U.S. Borrower or any of their respective Subsidiaries and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit Credit; and (B) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of Pacer or its Subsidiaries and any drawings thereunder; provided that no L/C Issuer shall be obligated after giving effect 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 U.S. Revolving Credit Exposure Total Outstandings shall not exceed the Borrowing Base, (y) the aggregate Outstanding Amount of the Committed Loans of any U.S. Revolving Credit Lender would Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s U.S. Revolving Credit Commitment or pro rata share of the Borrowing Base, and (yz) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Agent on behalf of a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by 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 Borrowers’ ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and the U.S. 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. (ii) An No L/C Issuer shall issue any Letter of Credit if such L/C Issuer receives written notice from a Lender, the Administrative Agent or any Borrower at least one Business Day before issuance of a Letter of Credit that one or more L/C Conditions has not been satisfied. Upon receipt of such notice, no L/C Issuer shall issue any Letter of Credit until such notice is withdrawn in writing by that Lender, the Administrative Agent or that Borrower or until Required Lenders have waived such condition in accordance with this Agreement. (iii) No L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for and which such L/C Issuer is not otherwise compensated hereunder)in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (D) the issuance of such Letter of Credit would violate any one or more policies of such L/C Issuer applicable to letters of credit generally; (EC) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $250,000; or (D) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower Agent or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv2.23(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;. (Fiv) except as otherwise agreed by the Administrative Agent and No L/C Issuer shall amend any Letter of Credit if such L/C Issuer, the Issuer would not be permitted at such time to issue such Letter of Credit is in an initial stated amount less than $250,000; or (G) its amended form under the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currencyterms hereof. (iiiv) An No L/C Issuer shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (ivvi) The Each L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX X with respect to any acts taken or omissions suffered by the such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX X included the such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the such L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (AA)(1) each Dollar L/C Issuer agrees, in reliance upon the agreements of the other U.S. Dollar Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration DateDate applicable to Dollar Letters of Credit issued under the Dollar Revolving Credit Facility, to issue Dollar Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided, that any Dollar Letter of Credit may be for the benefit of any Subsidiary of the Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Dollar Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Dollar Letters of Credit and (B2) the U.S. Dollar Revolving Credit Lenders severally agree to participate in Dollar Letters of Credit issued pursuant to this Section 2.03 and (B)(1) each Alternative Currency L/C Issuer agrees, in reliance upon the agreements of the other Alternative Currency Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date applicable to Alternative Currency Letters of Credit issued under the Alternative Currency Revolving Credit Facility, to issue Alternative Currency Letters of Credit denominated in an Alternative Currency for the account of the Borrower (provided, that any Alternative Currency Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Alternative Currency Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Alternative Currency Letters of Credit and (2) the Alternative Currency Revolving Credit Lenders severally agree to participate in Alternative Currency Letters of Credit issued pursuant to this Section 2.03; provided 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 U.S. Dollar Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Dollar Revolving Credit Commitment, (y) the Alternative Currency Revolving Credit Exposure of any Lender would exceed such Lender’s Alternative Currency Revolving Credit Commitment or (yz) the Outstanding Amount of the Dollar L/C Obligations would exceed the Dollar Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit (other than the Letters of Credit listed on Schedule 2.03(a)(ii)(B)) would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has the Required Lenders have approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (1) each Appropriate Lender has all the Dollar Revolving Credit Lenders have approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer;expiry date; or (D) the issuance of such Letter of Credit would violate any policies of such L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate Laws binding upon such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (ia) Subject to the terms and conditions set forth herein, (Ai) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1A) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit L/C Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of Holdings (to the Parent Borrowerextent not prohibited under Section 7.09), the U.S. Borrower or any of their respective its Restricted Subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder) (provided that any such Letter of Credit may be for the benefit of Holdings or any Subsidiary of the Borrower) and to amend or renew extend such Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(2), and (2B) to honor drawings under the Letters of Credit and (Bii) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer 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 U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender▇▇▇▇▇▇’s U.S. Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter L/C Sublimit or (z) the Outstanding Amount of Credit Sublimitthe L/C Obligations issued by such Issuing Bank would exceed its L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (iib) An L/C Issuer Issuing Bank shall be under no obligation to issue any Letter of Credit if: (Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Law applicable to such L/C Issuer Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or direct that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder); (Bii) subject to Section 2.03(b)(iii2.03(2)(c), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless (1A) each Appropriate Lender has approved of such expiration date or (2B) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C IssuerIssuing Bank prior to the date that is twelve months after the date of issuance thereof; (Ciii) subject to Section 2.03(2)(c), the expiry date of such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless (1I) each Appropriate Lender has approved of such expiration date or (2II) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank prior to the L/C IssuerExpiration Date; (Div) the issuance of such Letter of Credit would violate any policies of such L/C Issuer Issuing Bank applicable to letters of credit generally;; provided that no Issuing Bank shall be required to issue either (A) letters of guarantee or bankers’ acceptances or (B) commercial letters of credit, in each case without its consent; or (Ev) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer Issuing Bank (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C IssuerIssuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv2.17(1)(d)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency. (iii) . An L/C Issuer Issuing Bank shall be under no obligation to amend any Letter of Credit if (Ai) such L/C Issuer Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (Bii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (AA)(1) each Dollar L/C Issuer agrees, in reliance upon the agreements of the other U.S. Dollar Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, to issue Dollar Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided that any Dollar Letter of Credit may be for the benefit of any Subsidiary of the Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Dollar Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings under the Dollar Letters of Credit and (B2) the U.S. Dollar Revolving Credit Lenders severally agree to participate in Dollar Letters of Credit issued pursuant to this Section 2.03 and (B)(1) each Alternative Currency L/C Issuer agrees, in reliance upon the agreements of the other Alternative Currency Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Alternative Currency Letters of Credit denominated in Dollars or in an Alternative Currency for the account of the Borrower (provided that any Alternative Currency Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Alternative Currency Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drawings under the Alternative Currency Letters of Credit and (2) the Alternative Currency Revolving Credit Lenders severally agree to participate in Alternative Currency Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and no Lender Lenders shall not be obligated to participate in any Letter Letters of Credit if if, as of the date of such L/C Credit Extensionthe applicable (I) Dollar Letter of Credit, (x) the U.S. Dollar Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Dollar Revolving Credit Commitment or (y) the Outstanding Amount of the all L/C Obligations would exceed the L/C Sublimit and (II) Alternative Currency Letter of Credit, (x) the Alternative Currency Revolving Credit Exposure of any Lender would exceed such Lender’s Alternative Currency Revolving Credit Commitment or (y) the Outstanding Amount of all L/C Obligations would exceed the L/C Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit Sublimitshall 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 of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (ii) An 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 months after the date of issuance or last renewal, unless otherwise agreed by the L/C Issuer and the Administrative Agent in their sole discretion; or (B) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (1) each Appropriate Lender shall have approved such expiry date or (2) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized. (iii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (D) the issuance of such Letter of Credit would violate any one or more policies of such L/C Issuer applicable to letters of credit generally;; or (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (FC) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the such Letter of Credit is to be denominated in a currency other than (i) in the case of Dollar Letters of Credit, Dollars and (ii) in the case of Alternative Currency Letters of Credit, Dollars or a Foreign an Alternative Currency. (iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (ivv) The Each L/C Issuer shall act on behalf of the Revolving Credit Appropriate Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (ia) Subject to the terms and conditions set forth herein, (Ai) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1A) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit L/C Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided that any such Letter of Credit may be for the benefit of any Subsidiary of the Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(2), and (2B) to honor drawings under the Letters of Credit and (Bii) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer 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 U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Adjusted Revolving Credit Commitment or Amount, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter L/C Sublimit or (z) the Outstanding Amount of Credit Sublimitthe L/C Obligations issued by such Issuing Bank would exceed its L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (iib) An L/C Issuer Issuing Bank shall be under no obligation to issue any Letter of Credit if: (Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Law applicable to such L/C Issuer Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or direct that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder); (Bii) subject to Section 2.03(b)(iii2.03(2)(c), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1A) each Appropriate Lender has approved of such expiration date or (2B) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C IssuerIssuing Bank; (Ciii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless (1A) each Appropriate Lender has approved of such expiration date or (2B) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C IssuerIssuing Bank; (Div) the issuance of such Letter of Credit would violate any policies of such L/C Issuer Issuing Bank applicable to letters of credit generally;; or (Ev) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer Issuing Bank (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C IssuerIssuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv2.17(1)(d)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency. (iiic) An L/C Issuer Issuing Bank shall be under no obligation to amend any Letter of Credit if (Ai) such L/C Issuer Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (Bii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (AA)(1) each Dollar L/C Issuer agrees, in reliance upon the agreements of the other U.S. Dollar Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, to issue Dollar Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided that any Dollar Letter of Credit may be for the benefit of any Subsidiary of the Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Dollar Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings under the Dollar Letters of Credit and (B2) the U.S. Dollar Revolving Credit Lenders severally agree to participate in Dollar Letters of Credit issued pursuant to this Section 2.03 and (B)(1) each Alternative Currency L/C Issuer agrees, in reliance upon the agreements of the other Alternative Currency Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Alternative Currency Letters of Credit denominated in Dollars or in an Alternative Currency for the account of the Borrower (provided that any Alternative Currency Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Alternative Currency Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drawings under the Alternative Currency Letters of Credit and (2) the Alternative Currency Revolving Credit Lenders severally agree to participate in Alternative Currency Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and no Lender Lenders shall not be obligated to participate in any Letter Letters of Credit if if, as of the date of such L/C Credit Extensionthe applicable (I) Dollar Letter of Credit, (x) the U.S. Dollar Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Dollar Revolving Credit Commitment, (y) the Outstanding Amount of the Dollar L/C Obligations would exceed the Dollar Revolving Credit Commitment or (z) the Outstanding Amount of all L/C Obligations would exceed the L/C Sublimit and (II) Alternative Currency Letter of Credit, (x) the Alternative Currency Revolving Credit Exposure of any Lender would exceed such Lender’s Alternative Currency Revolving Credit Commitment or (y) the Outstanding Amount of the all L/C Obligations would exceed the L/C Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit Sublimitshall 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 of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (ii) An L/C Issuer shall not issue any Letter of Credit if: (1) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless otherwise agreed by the L/C Issuer and the Administrative Agent; or (2) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (1) each Appropriate Lender shall have approved such expiry date or (2) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized. (iii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (D) the issuance of such Letter of Credit would violate any one or more policies of such L/C Issuer applicable to letters of credit generally;; or (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (FC) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the such Letter of Credit is to be denominated in a currency other than (i) in the case of Dollar Letters of Credit, Dollars and (ii) in the case of Alternative Currency Letters of Credit, Dollars or a Foreign an Alternative Currency. (iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (ivv) The Each L/C Issuer shall act on behalf of the Revolving Credit Appropriate Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided 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 after giving effect to such L/C Credit Extension, (x) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment Commitment, or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. It is hereby acknowledged and agreed that each of the letters of credit described in Schedule 2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has the Required Lenders have approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has all the Revolving Credit Lenders have approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (D) the issuance of such Letter of Credit would violate any policies of such L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate Laws binding upon such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (GE) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign CurrencyDollars. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Final Issuance Date, to issue Letters of Credit at sight denominated in U.S. Dollars or and in one or more Foreign Currencies form reasonably acceptable to such L/C Issuer for the account of any Borrower (provided that any Letter of Credit may be for the Parent Borrower, the U.S. Borrower or benefit of any Restricted Subsidiary of their respective Subsidiaries Holdings) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(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 pursuant to this Section 2.03; provided 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 after giving effect to such L/C Credit Extension, (xv) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or Commitment, (yw) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, (x) the German Revolving Credit Exposure of all Revolving Credit Lenders would exceed the German Borrowing Base, (y) the Maltese Revolving Credit Exposure of all Revolving Credit Lenders would exceed the Maltese Borrowing Base or (z) the aggregate Revolving Credit Exposure of all Revolving Credit Lenders would exceed the Maximum Credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and the U.S. 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. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, direct or direct request that such L/C Issuer refrain from, from the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) 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 renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2i) the Outstanding Amount of Required Lenders and (ii) the relevant L/C Obligations in respect of Issuer have approved such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Final Issuance Date, (i) unless (1) each Appropriate Lender has all the Revolving Credit Lenders and the relevant L/C Issuer have approved of such expiration expiry date or (2ii) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been will be Cash Collateralized or back-stopped by a letter of credit backstopped pursuant to arrangements reasonably satisfactory acceptable to the applicable relevant L/C Issuer; (D) the issuance of such Letter of Credit would violate any policies of such L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate Laws binding upon such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (GE) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign CurrencyU.S. Dollars; or (F) the Letter of Credit is in an initial stated amount less than $50,000. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided 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 immediately after giving effect to such L/C Credit Extension, (x) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment Commitment, or (y) the Outstanding Amount of the L/C Obligations 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 of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. It is hereby acknowledged and agreed that each of the letters of credit described in Schedule 2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date and shall be subject to and governed by the terms and conditions of this Agreement. (ii) An L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Revolving Credit Lenders have approved such expiry date; or (B) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the Revolving Credit Lenders and such L/C Issuer have approved such expiry date or (y) the Borrower has entered into arrangements reasonably satisfactory to the relevant L/C Issuer to Cash Collateralize the Outstanding Amount of such L/C Obligations or backstop such Letter of Credit on the later of (I) the date of issuance of such Letter of Credit and (II) the 7th day prior to the Letter of Credit Expiration Date). (iii) An L/C Issuer shall not be under no 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 such L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated for hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for and which such L/C Issuer is not otherwise compensated hereunder)for hereunder and in good f▇▇▇▇ ▇▇▇▇▇ material to it; (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (D) the issuance of such the Letter of Credit would violate any one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $25,000; (D) the Letter of Credit is to be denominated in a currency other than Dollars unless otherwise agreed by the Administrative Agent and the L/C issuer; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (GF) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currencycontains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such the Letter of Credit does not accept the proposed amendment to such the Letter of Credit. (ivv) The An L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents the Letter of Credit Application pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the such L/C Issuer.

The Letter of Credit Commitments. (i) Subject to Section 10.24(e) and the other terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders under the Revolving Credit Facility set forth in this Section 2.03, (1x) from time to time on any Business Day following the Third Amendment Effective Date during the period from Availability Period for the Effective Date until the Letter of Revolving Credit Expiration DateFacility, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided that any Letter of Credit may be for the account of any Subsidiary of the Borrower; provided, further that the Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the U.S. Borrower’s business derives substantial benefits from the businesses of such Subsidiaries, and the Borrower or hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any Letter of their respective Subsidiaries Credit issued for the account of any Subsidiary) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders under the Revolving Credit Facility severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, Credit and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if as of the date of immediately after giving effect to such L/C Credit Extension, (w) the Total Revolving Outstandings would exceed the Revolving Credit Commitments then in effect, (x) the U.S. sum of the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any U.S. Revolving Credit Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, would exceed such Lender▇▇▇▇▇▇’s U.S. Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the aggregate L/C Obligations Exposure would exceed the Letter of Credit SublimitSublimit or (z) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment. Letters of Credit shall constitute utilization of the Revolving Credit Commitments. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. It is hereby acknowledged and agreed that each of the letters of credit (including the Target Existing Letters of Credit) described on Schedule 2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Term Loan Closing Date. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Third Amendment Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Third Amendment Effective Date (for and which such the L/C Issuer is not otherwise compensated hereunder)in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations in respect of Issuer has approved such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Facility Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders under the Revolving Credit Facility in respect of such requested any undrawn Letter of Credit has been Cash Collateralized or back-stopped by a letter shall in any event terminate on the Letter of credit reasonably satisfactory to the applicable L/C IssuerCredit Facility Expiration Date); (D) in the issuance case of Letters of Credit, if such Letter of Credit would violate any policies of such L/C Issuer applicable is to letters of credit generally;be denominated in a currency other than Dollars or an Approved Currency; or (E) any U.S. Revolving Credit Lender of the applicable Class is at that such time a Defaulting Lender, nor shall any L/C Issuer be under any obligation to extend or amend existing Letters of Credit, unless such L/C Issuer has entered into arrangements, including reallocation of such Lender’s Applicable Percentage of the applicable outstanding L/C Obligations pursuant to Section 2.16 or the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting L/C Exposure (after giving effect to Section 2.17(a)(iv)2.16) with respect to the Defaulting such Lender arising from either the Letter of Credit then proposed to be issued or that such Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting L/C Exposure, as it may elect in its sole discretion;; or (F) except as otherwise agreed by the Administrative Agent and issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer, the Issuer or one or more policies of such L/C Issuer applicable to letters of credit in general; (G) such Letter of Credit is not a standby letter of credit; or (H) such Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency10,000. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The aggregate L/C Issuer shall act on behalf Commitments of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and all the L/C Issuer Issuers shall have all of the benefits and immunities (A) provided be less than or equal to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters Letter of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuerSublimit at all times.

The Letter of Credit Commitments. (ia) Subject to the terms and conditions set forth herein, (Ai) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1A) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit L/C Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower, the U.S. Borrower or a Restricted Subsidiary (provided that any such Letter of their respective Subsidiaries Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(2), and (2B) to honor drawings under the Letters of Credit and (Bii) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer 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 U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter L/C Sublimit or (z) the Outstanding Amount of Credit Sublimitthe L/C Obligations issued by such Issuing Bank would exceed its L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (iib) An L/C Issuer Issuing Bank shall be under no obligation to issue any Letter of Credit if: (Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Law applicable to such L/C Issuer Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or direct that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder); (Bii) subject to Section 2.03(b)(iii2.03(2)(c), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1A) each Appropriate Lender has approved of such expiration date or (2B) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C IssuerIssuing Bank; (Ciii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless (1A) each Appropriate Lender has approved of such expiration date or (2B) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C IssuerIssuing Bank; (Div) the issuance of such Letter of Credit would violate any policies of such L/C Issuer Issuing Bank applicable to letters of credit generally;; or (Ev) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer Issuing Bank (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C IssuerIssuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv2.17(1)(d)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency. (iiic) An L/C Issuer Issuing Bank shall be under no obligation to amend any Letter of Credit if (Ai) such L/C Issuer Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (Bii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (ivd) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Existing Letters of Credit shall be deemed to be “Letters of Credit” issued by it and on the documents associated therewith, and the L/C Issuer shall have Amendment No. 1 Effective Date for all purposes of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuerLoan Documents.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrowerany Loan Party, the U.S. Borrower Subsidiary or any of their respective Subsidiaries Joint Venture, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit Credit; and (B) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of any Loan Party, Subsidiary or Joint Venture and any drawings thereunder; provided that no L/C Issuer shall be obligated after giving effect 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 U.S. Revolving Credit Exposure Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans of any U.S. Revolving Credit Lender would Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s U.S. Revolving Credit Commitment or Commitment, and (yz) the Outstanding Amount of the L/C Obligations would 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 of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (ii) An . The obligations of the L/C Issuers under this Agreement are several and not joint. No L/C Issuer shall be responsible for any actions or any failure to act by or on the part of any other L/C Issuer. (ii) A 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 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 all the Lenders have approved such expiry date. (iii) A L/C Issuer shall not be under no any obligation to issue any Letter of Credit if the L/C Obligations with respect to Letters of Credit issued by it would exceed, after giving effect to the requested Letter of Credit, such L/C Issuer’s L/C Commitment, or if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for and which such L/C Issuer is not otherwise compensated hereunder)in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (D) the issuance of such Letter of Credit would violate any Laws or one or more policies of such L/C Issuer applicable to letters of credit generallyIssuer; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (FC) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the such Letter of Credit is in an initial stated face amount less than $250,000; or500,000; (GD) the such Letter of Credit is to be denominated in a currency other than Dollars or Dollars; (E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) any Lender is a Foreign CurrencyDefaulting Lender, unless the Fronting Exposure of such L/C Issuer with respect to such Defaulting Lender (after giving effect to any reallocation pursuant to Section 2.15(d)) has been Cash Collateralized in an amount not less than the Minimum Collateral Amount. (iiiiv) An A L/C Issuer shall not amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (v) Such L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from Availability Period for the Effective Date until the Letter of Revolving Credit Expiration DateFacility, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower, Borrower (provided that any Letter of Credit may be for the U.S. benefit of any Restricted Subsidiary of the Borrower or any so long as (x) the Borrower is a joint and several co-applicant and co-obligor in respect of their respective Subsidiaries such Letter of Credit and (y) such L/C Issuer has completed its customary “know your client” procedures with respect to such Restricted Subsidiary; provided that each notice requesting the issuance of such Letter of Credit and each letter of credit application in respect thereof shall be deemed by a representation and warranty by the Borrower that such Subsidiary is a Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and and, except in the case of the following clause (w), no Lender shall be obligated to participate in any Letter of Credit if as of the date of immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the U.S. aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit SublimitCommitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. On the Conversion Date, any Letters of Credit that were issued under (and as defined in) the DIP Revolving Credit Agreement prior to the Conversion Date and then outstanding shall be deemed issued under the Revolving Credit Facility hereunder for the account of the Borrower or any applicable Restricted Subsidiary for all purposes under this Agreement without need for any further action by the Borrower or any other Person, and shall be governed by the terms and conditions of this Agreement. (ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations in respect of Issuer has approved such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in respect of such requested any undrawn Letter of Credit has been Cash Collateralized or back-stopped by a letter shall in any event terminate on the Letter of credit reasonably satisfactory to the applicable L/C IssuerCredit Expiration Date); (D) the issuance of such Letter of Credit would violate any policies of such L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate Laws binding upon such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (GE) the Letter of Credit is to be denominated in a currency other than Dollars unless otherwise agreed by the applicable L/C Issuer and the Revolver Agent; (F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000; (G) the face amount of such Letter of Credit (together with all other Letters of Credit issued by such L/C Issuer and outstanding at such time) shall exceed the L/C Issuer Sublimit applicable to such L/C Issuer; or (H) (i) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank now or hereafter applicable to letters of credit generally or (ii) such Letter of Credit is not a Foreign Currencystandby letter of credit. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Effective Restatement Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Alternative Currencies for the account of any Borrower (provided that any Letter of Credit may be for the Parent Borrower, the U.S. Borrower benefit of any other Loan Party or any of their respective Subsidiaries Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit Credit, and (B2) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided 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 Credit, if as of the date of after giving effect to such L/C Credit Extension, (xw) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such LenderL▇▇▇▇▇’s U.S. Revolving Credit Commitment or Commitment, (yx) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender in an Alternative Currency plus such Lender’s Pro Rata Share of Outstanding Amount of all L/C Obligations in an Alternative Currency would exceed such L▇▇▇▇▇’s Pro Rata Share of the Alternative Currency Sublimit and (z) (A) the aggregate undrawn amount of all outstanding Letters of Credit issued by any L/C Issuer at such time plus (B) the aggregate amount of all L/C Advances made by such L/C Issuer that have not yet been reimbursed by or on behalf of the applicable Borower(s) at such time would exceed its Letter of Credit Commitment. The Initial Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any L/C Issuer with the consent of such L/C Issuer; provided that the Initial Borrower shall not reduce the Letter of Credit Commitment of any L/C Issuer if, after giving effect of such reduction, the conditions set forth in clauses (v) through (z) above shall not be satisfied. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and the U.S. 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. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Restatement Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which that was not applicable on the Effective Restatement Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of the Required Lenders and such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of Issuer have approved such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been will be Cash Collateralized or back-stopped by a letter of credit backstopped on terms reasonably satisfactory to the applicable such L/C Issuer; (D) the issuance of such Letter of Credit would violate any material Laws, regulations or internal policies of binding upon such L/C Issuer applicable to letters of credit generallyIssuer; (E) with respect to any U.S. Revolving Letters of Credit Lender is at that time a Defaulting Lenderrequested to be denominated in any Alternative Currency, unless such the L/C Issuer has entered into arrangementsreceives written notice from the Administrative Agent after 11:00 a.m. (New York time) on the date of the proposed issuance of such Letter of Credit that, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (immediately after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the issuance of such Letter of Credit then proposed to be issued or that Letter of Credit and Credit, all other L/C Obligations as to which at such L/C Issuer has actual or potential Fronting Exposure, as it may elect time in its sole discretionrespect of each Letter of Credit denominated in Alternative Currencies would exceed $10,000,000; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is requested to be denominated in any currency other than Dollars or an initial stated amount less than $250,000Alternative Currency; or (G) in the case of MSBNA and UBS AG, Stamford Branch or any of their respective Subsidiaries or Affiliates, such requested Letter of Credit is to be denominated in not a currency other than Dollars or a Foreign Currencystandby letter of credit. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from Availability Period for the Effective Date until the Letter of Revolving Credit Expiration DateFacility, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and and, except in the case of the following clause (w), no Lender shall be obligated to participate in any Letter of Credit if as of the date of immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or (y) the Outstanding Amount of the aggregate L/C Obligations Exposure would exceed the Letter of Credit SublimitSublimit or (y) the Revolving Credit Exposure of any Lender would exceed such L▇▇▇▇▇’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations in respect of Issuer has approved such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in respect of such requested any undrawn Letter of Credit has been Cash Collateralized or back-stopped by a letter shall in any event terminate on the Letter of credit reasonably satisfactory to the applicable L/C IssuerCredit Expiration Date); (D) the issuance of such Letter of Credit would violate any policies of such L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate Laws binding upon such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (GE) the Letter of Credit is to be denominated in a currency other than Dollars or unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; (F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000; (G) the face amount of such Letter of Credit (together with all other Letters of Credit issued by such L/C Issuer and outstanding at such time) shall exceed the L/C Issuer Sublimit applicable to such L/C Issuer; or (H) the Letter of credit is a Foreign Currencycommercial letter of credit. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies Alternative L/C currencies for the account of the Parent Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided 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 after giving effect to such L/C Credit Extension, (x) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment Commitment, or (y) the Outstanding Amount of the L/C Obligations 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 of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. It is hereby acknowledged and agreed that each of the letters of credit described in Schedule 2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date and shall be subject to and governed by the terms and conditions of this Agreement. All Letters of Credit outstanding under the Revolving Credit Commitments immediately prior to the Amendment No. 3 Effective Date shall be deemed to be Letters of Credit issued under the Tranche A Revolving Commitments and Incremental Tranche A Revolving Commitments. All Letters of Credit outstanding under the Tranche A Revolving Commitments immediately prior to the Amendment No. 4 Effective Date shall be deemed to be Letters of Credit issued under the Tranche A-1 Revolving Commitments and Incremental Tranche A-1 Revolving Commitments. (ii) An L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Revolving Credit Lenders have approved such expiry date; or (B) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the Revolving Credit Lenders and such L/C Issuer have approved such expiry date or (y) the Borrower has entered into arrangements reasonably satisfactory to the relevant L/C Issuer to Cash Collateralize the Outstanding Amount of such L/C Obligations or backstop such Letter of Credit on the later of (I) the date of issuance of such Letter of Credit and (II) the 30th day prior to the Letter of Credit Expiration Date). (iii) An L/C Issuer shall not be under no 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 such L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated for hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for and which such L/C Issuer is not otherwise compensated hereunder)for hereunder and in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (D) the issuance of such the Letter of Credit would violate any one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $25,000; (D) the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative L/C Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currencycontains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such the Letter of Credit does not accept the proposed amendment to such the Letter of Credit. (ivv) The An L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents the Letter of Credit Application pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the such L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower, the U.S. Borrower or any of their respective Subsidiaries its Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit Credit; and (B) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower and any drawings thereunder; provided that no L/C Issuer shall be obligated after giving effect 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 U.S. Revolving Credit Exposure Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Committed Loans of any U.S. Revolving Credit Lender would Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s U.S. Revolving Credit Commitment or Commitment, and (yz) the Outstanding Amount of the L/C Obligations would 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 of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully 75911819_12 revolving, and accordingly the Parent Borrower and 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, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) An No L/C Issuer shall issue any Letter of Credit if the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date. The stated expiration date of a Letter of Credit may be after the Letter of Credit Expiration Date; provided, however, that all of the Lenders approve such expiry date, and further provided, that for any Letter of Credit outstanding on the Letter of Credit Expiration Date, the Borrower must, on such date, Cash Collateralize such Letters of Credit in an amount equal to 102% of the aggregate stated amount of all Letters of Credit outstanding on such date, and also provided that, on the Maturity Date all unreimbursed draws under all Letters of Credit outstanding on the Maturity Date shall be immediately due and payable. (iii) No L/C Issuer shall be under no 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 such L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for and which such L/C Issuer is not otherwise compensated hereunder)in good f▇▇▇▇ ▇▇▇▇▇ material to it; (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (D) the issuance of such the Letter of Credit would violate any one or more policies of such L/C Issuer applicable to letters of credit generally; (EC) the Letter of Credit is to be denominated in a currency other than Dollars; or (D) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv2.18(a)(iv)) with respect to 75911819_12 the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;. (Fiv) except as otherwise agreed by the Administrative Agent and No L/C Issuer shall amend any Letter of Credit if such L/C Issuer, Issuer would not be permitted at such time to issue the Letter of Credit is in an initial stated amount less than $250,000; or (G) its amended form under the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currencyterms hereof. (iiiv) An No L/C Issuer shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such the Letter of Credit does not accept the proposed amendment to such the Letter of Credit. (ivvi) The Each L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it such L/C Issuer and the documents associated therewith, and the such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the such L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from Availability Period for the Effective Date until the Letter of Revolving Credit Expiration DateFacility, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and and, except in the case of the following clause (w), no Lender shall be obligated to participate in any Letter of Credit if as of the date of immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the U.S. aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit SublimitCommitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations in respect of Issuer has approved such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in respect of such requested any undrawn Letter of Credit has been Cash Collateralized or back-stopped by a letter shall in any event terminate on the Letter of credit reasonably satisfactory to the applicable L/C IssuerCredit Expiration Date); (D) the issuance of such Letter of Credit would violate any policies of such L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate Laws binding upon such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (GE) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currencyunless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or (F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (AA)(1) each Dollar L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, to issue Dollar Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Borrowers (provided that any Dollar Letter of Credit may be for the benefit of any direct or indirect Subsidiary of the Parent Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Dollar Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings under the Dollar Letters of Credit and (2) each Alternative Currency L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03 (x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Alternative Currency Letters of Credit denominated in an Alternative Currency for the account of the Borrowers (provided that any Alternative Currency Letter of Credit may be for the benefit of any direct or indirect Subsidiary of the Parent Borrower) and to amend or renew Alternative Currency Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drawings under the Alternative Currency Letters of Credit and (B) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and no Lender Lenders shall not be obligated to participate in any Letter Letters of Credit if if, as of the date of such L/C Credit Extensionthe applicable Letter of Credit, (xI) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender (including its Pro Rata Share of any Euro Loans) would exceed such Lender’s U.S. Revolving Credit Commitment or Commitment, (yII) the Outstanding Amount of the all L/C Obligations would exceed the lesser of the L/C Sublimit (including, with respect to Alternative Currency Letters of Credit, the further sublimit specified in the definition of “L/C Sublimit”) and the Aggregate Commitment or (III) the aggregate Revolving Credit Exposure would exceed the lesser of the Borrowing Base and the Aggregate Commitments. Each request by the Parent Borrower for the issuance or amendment of a Letter of Credit Sublimitshall be deemed to be a representation by the 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 Borrowers’ ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and the U.S. 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. (ii) An 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 months after the date of issuance or last renewal, unless otherwise agreed by the L/C Issuer and the Administrative Agent in their sole discretion; or (B) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (1) each Appropriate Lender shall have approved such expiry date or (2) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized. (iii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (D) the issuance of such Letter of Credit would violate any one or more policies of such L/C Issuer applicable to letters of credit generally;; or (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (FC) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the such Letter of Credit is to be denominated in a currency other than (i) in the case of Dollar Letters of Credit, Dollars and (ii) in the case of Alternative Currency Letters of Credit, Dollars or a Foreign an Alternative Currency. (iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (ivv) The Each L/C Issuer shall act on behalf of the Revolving Credit Appropriate Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Alternative Currencies for the account of the Parent Borrower (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of the Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided 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 if, after giving effect to such L/C Credit Extension, (x) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender▇▇▇▇▇▇’s U.S. Revolving Credit Commitment Commitment, (y) the Outstanding Amount of the L/C Obligations of any L/C Issuer would not exceed such ▇▇▇▇▇▇’s individual “L/C Commitment” as set forth on Schedule 2.01 or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that no L/C Issuer shall be obligated to issue, amend or renew any Letter of Credit if the Outstanding Amount of Letters of Credit issued by such L/C Issuer, when aggregated with the Outstanding Amount of Swing Line Loans made by such L/C Issuer and the Revolving Credit Exposure of such L/C Issuer (other than Revolving Credit Exposure attributable to Letters of Credit and Swing Line Loans issued and made by such L/C Issuer) would exceed the L/C Issuer’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2i) the Outstanding Amount of Required Revolving Credit Lenders and (ii) the relevant L/C Obligations in respect of Issuer have approved such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1i) each Appropriate Lender has approved of such expiration date or all the Revolving Credit Lenders and (2ii) the Outstanding Amount of relevant L/C Obligations in respect of Issuer have approved such requested expiry date, except to the extent such Letter of Credit has been is Cash Collateralized in accordance with Section 2.03(f) or back-stopped by a letter of credit otherwise backstopped pursuant to arrangement reasonably satisfactory to the applicable relevant L/C Issuer; (D) the issuance of such Letter of Credit would violate any policies of such L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate Laws binding upon such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (GE) the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency, unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; (F) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or (G) any Lender is at that time a Foreign CurrencyDefaulting Lender, unless after giving effect to the requested issuance the requirements of Section 2.16(e) have been satisfied. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from Availability Period for the Effective Date until the Letter of Revolving Credit Expiration DateFacility, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of the Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and and, except in the case of the following clause (1), no Lender shall be obligated to participate in any Letter of Credit if as of the date of immediately after giving effect to such L/C Credit Extension, (x1) the U.S. Revolving aggregate L/C Exposure in respect of Letters of Credit Exposure of any U.S. Revolving Credit Lender issued by such L/C Issuer would exceed such Lender’s U.S. Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations Issuer’s L/C Issuer Sublimit, (2) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit, (3) the Revolving Credit Exposure of any Lender would exceed such ▇▇▇▇▇▇’s Revolving Credit Commitment or (4) the aggregate Revolving Credit Exposure of all Lenders would exceed the aggregate Revolving Credit Commitments. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations in respect of Issuer has approved such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in respect of such requested any undrawn Letter of Credit has been Cash Collateralized or back-stopped by a letter shall in any event terminate on the Letter of credit reasonably satisfactory to the applicable L/C IssuerCredit Expiration Date); (D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer; (E) the issuance would violate any policies or procedures of such L/C Issuer applicable to letters of credit generallyIssuer; (EF) any U.S. Revolving the face amount of such Letter of Credit Lender is at that time a Defaulting Lender, unless (together with all other Letters of Credit issued by such L/C Issuer has entered into arrangements, including and outstanding at such time) shall exceed the delivery of Cash Collateral, satisfactory L/C Issuer Sublimit applicable to such L/C Issuer Issuer; (in its sole discretionG) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure Letter of credit is not a standby letter of credit; (after giving effect to Section 2.17(a)(iv)H) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed is to be issued or that Letter of Credit and all determined in a currency other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;than dollars; or (FI) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency100,000. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (ia) Subject to the terms and conditions set forth herein, (Ai) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1A) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit L/C Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Alternative Currencies for the account of the Parent Borrower, Borrower (provided that any such Letter of Credit may be for the U.S. Borrower benefit of Holdings or any Subsidiary of their respective Subsidiaries the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(2), and (2B) to honor drawings under the Letters of Credit and (Bii) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer 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 U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter L/C Sublimit or (z) the Outstanding Amount of Credit Sublimitthe L/C Obligations issued by such Issuing Bank would exceed its L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (iib) An L/C Issuer Issuing Bank shall be under no obligation to issue any Letter of Credit if: (Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Law applicable to such L/C Issuer Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or direct that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder); (Bii) subject to Section 2.03(b)(iii2.03(2)(c), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1A) each Appropriate Lender has approved of such expiration date or (2B) 102% of the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C IssuerIssuing Bank; (Ciii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless (1A) each Appropriate Lender has approved of such expiration date or (2B) 102% of the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C IssuerIssuing Bank; (Div) the issuance of such Letter of Credit would violate any policies of such L/C Issuer Issuing Bank applicable to letters of credit generally;; or (Ev) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer Issuing Bank (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C IssuerIssuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv2.17(1)(d)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency. (iiic) An L/C Issuer Issuing Bank shall be under no obligation to amend any Letter of Credit if (Ai) such L/C Issuer Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (Bii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrowerany Loan Party, the U.S. Borrower Subsidiary or any of their respective Subsidiaries Joint Venture, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit Credit; and (B) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that no L/C Issuer shall be obligated after giving effect 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 U.S. Revolving Credit Exposure Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans of any U.S. Revolving Credit Lender would Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s U.S. Revolving Credit Commitment or Commitment, and (yz) the Outstanding Amount of the L/C Obligations would 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 of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (ii) An . The obligations of the L/C Issuers under this Agreement are several and not joint. No L/C Issuer shall be responsible for any actions or any failure to act by or on the part of any other L/C Issuer. (ii) A 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 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 all the Lenders have approved such expiry date. (iii) A L/C Issuer shall not be under no any obligation to issue any Letter of Credit if the L/C Obligations with respect to Letters of Credit issued by it would exceed, after giving effect to the requested Letter of Credit, such L/C Issuer’s L/C Commitment, or if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for and which such L/C Issuer is not otherwise compensated hereunder)in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (D) the issuance of such Letter of Credit would violate any Laws or one or more policies of such L/C Issuer applicable to letters of credit generallyIssuer; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (FC) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the such Letter of Credit is in an initial stated face amount less than $250,000; or500,000; (GD) the such Letter of Credit is to be denominated in a currency other than Dollars or Dollars; (E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) any Lender is a Foreign CurrencyDefaulting Lender, unless the Fronting Exposure of such L/C Issuer with respect to such Defaulting Lender (after giving effect to any reallocation pursuant to Section 2.15(d)) has been Cash Collateralized in an amount not less than the Minimum Collateral Amount. (iiiiv) An A L/C Issuer shall not amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (v) Such L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.032.13 and within the limits of its L/C Commitment, (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 at sight denominated in Dollars or in one or more Foreign Alternative Currencies for the account of the Parent BorrowerCompany or its Subsidiaries, the U.S. Borrower or any of their respective Subsidiaries and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit Credit; and (B) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Company or its Subsidiaries and any drawings thereunder; provided that no L/C Issuer shall be obligated after giving effect 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 (1) the Dollar Equivalent of the date aggregate Outstanding Amount of such all Loans and L/C Credit ExtensionObligations shall not exceed the aggregate Revolving Loan Commitments, (x2) the U.S. Dollar Equivalent of the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any U.S. Revolving Credit Lender would Lender, plus such Lender’s Commitment Ratio of the Dollar Equivalent of the Outstanding Amount of all L/C Obligations plus such Lender’s Commitment Ratio of the Swingline Loans then outstanding shall not exceed such Lender’s U.S. Revolving Credit Commitment or Commitment, (y3) the Dollar Equivalent of the Outstanding Amount of the L/C Obligations would in respect of Letters of Credit issued by such Issuing Bank shall not exceed the Dollar Equivalent of such Issuing Bank’s L/C Commitment, (4) the Dollar Equivalent of the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SublimitSublimit and (5) the Dollar Equivalent of the aggregate outstanding principal amount of Advances and the Outstanding Amount of Letters of Credit, in each case denominated in any Alternative Currency, exceeds $1,000,000,000; and provided, further, that none of Barclays Bank PLC, Royal Bank of Canada or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. shall have any obligation to issue commercial letters of credit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Each letter of credit listed on Schedule 2 shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of this Section 2.13, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and the U.S. Borrower may, during the foregoing period, Company may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) An L/C Issuer No Issuing Bank shall be under no obligation to issue any Letter of Credit Credit, if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date (for which such L/C Issuer is not otherwise compensated hereunder); (B1) subject to Section 2.03(b)(iii2.13(b)(iii), the expiry date of such the requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless (1) the Majority Lenders have approved such expiry date; provided that each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Auto-Extension Letter of Credit has been Cash Collateralized or back-stopped by a letter shall not be deemed to have an expiry date longer than twelve (12) months after the date of credit reasonably satisfactory to the applicable L/C Issuer;its issuance; or (C2) the expiry date of such the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. (iii) No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (1) each Appropriate Lender has approved any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain such expiration Issuing Bank from issuing the Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Restatement Date and which such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; provided, however, that any such circumstance shall not affect such Lender’s obligations pursuant to Section 2.13(c); (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (D) the issuance of such the Letter of Credit would violate any one or more policies of such L/C Issuer Issuing Bank applicable to letters of credit generally; (E3) except as otherwise agreed by the Administrative Agent and such Issuing Bank, the Letter of Credit is in an initial stated amount less than $100,000, in the case of a Commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit; (4) except as otherwise agreed by the Administrative Agent and such Issuing Bank, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (5) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer Issuing Bank (in its sole discretion) with the Parent Borrower, the U.S. Borrower Company or such Lender to eliminate such L/C IssuerIssuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G6) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currencycontains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iiii) An L/C Issuer No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (ii) No Issuing Bank shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer Issuing Bank would have no obligation at such time to issue such the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such the Letter of Credit does not accept the proposed amendment to such the Letter of Credit. (iviii) The L/C Issuer Each Issuing Bank shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer each Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX 9 with respect to any acts taken or omissions suffered by the L/C Issuer such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX 9 included the L/C Issuer such Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuerIssuing Banks.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Sixth Amendment and Restatement Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies and/or any Alternative Currency for the account of the Parent Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit and (B) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03Credit; provided that no 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 (and after giving effect to such L/C Credit Extension, ) (x) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender aggregate L/C Obligations (or the Dollar Amount thereof) would exceed such Lender’s U.S. Revolving Credit Commitment the L/C Facility Maximum Amount or (y) the Outstanding total Dollar Amount of Cash Collateral held in the L/C Obligations Facility Collateral Account would exceed be less than 103% of the Letter Dollar Amount of Credit Sublimitthe aggregate Outstanding Amount of all L/C Obligations. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (ii) An The L/C Issuer shall be under no 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 such the L/C Issuer from issuing such Letter of Credit, or any Law applicable to such the L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or direct that such the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Sixth Amendment and Restatement Effective Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Sixth Amendment and Restatement Effective Date (for which such the L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of Issuer shall have approved such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer;expiry date; or (D) the issuance of such Letter of Credit would violate any policies of such L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including Laws binding upon the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency. (iii) An The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Amendment Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of the Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided 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 after giving effect to such L/C Credit Extension, (x) the U.S. Revolving Credit Exposure of any U.S. Lender attributable to its Revolving Credit Lender Commitment of any Class would exceed such Lender▇▇▇▇▇▇’s U.S. Revolving Credit Commitment of such Class, or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that no L/C Issuer shall be obligated to issue, amend or renew any Letter of Credit if (I) the Outstanding Amount of Letters of Credit issued by such L/C Issuer, when aggregated with the Revolving Credit Exposure of such L/C Issuer (other than Revolving Credit Exposure attributable to Letters of Credit issued by such L/C Issuer) would exceed the L/C Issuer’s aggregate Revolving Credit Commitments or (II) the Outstanding Amount of Letters of Credit issued by such L/C Issuer would exceed its L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and the U.S. Borrower may, during the foregoing period, obtain [[DMS:8111776v4:09/22/2025--04:19 PM]] Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Amendment Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Amendment Effective Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or the Required Revolving Credit Lenders and (2) the Outstanding Amount of relevant L/C Obligations in respect of Issuer have approved such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or all the Revolving Credit Lenders and (2) the Outstanding Amount of relevant L/C Obligations in respect of Issuer have approved such requested expiry date, except to the extent such Letter of Credit has been is Cash Collateralized in accordance with Section 2.03(f) or back-stopped by a letter of credit otherwise backstopped pursuant to arrangements reasonably satisfactory to the applicable relevant L/C Issuer; (D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer or one or more policies of such the L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or Dollars; (F) [reserved]; or (G) any Lender is at that time a Foreign CurrencyDefaulting Lender, unless after giving effect to the requested issuance the requirements of Section 2.16(e) have been satisfied. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Tranche B Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided that any Letter of Credit may be for the benefit of any subsidiary of the Parent Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit and (B) the U.S. Tranche B Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided 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 U.S. Tranche B Revolving Credit Exposure of any U.S. Tranche B Revolving Credit Lender would exceed such Lender’s U.S. Tranche B Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Parent Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (D) the issuance of such Letter of Credit would violate any policies of such L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1) (x) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, in the case of any L/C Issuer other than Deutsche Bank, to issue Letters of Credit at sight denominated in Dollars or any Alternative Currency, Singapore Dollars, HK Dollars, Danish Kroner or Norwegian Kroner, or any other freely tradable foreign currency reasonably requested by the Borrower from time to time and in one or more Foreign Currencies which an L/C Issuer may, in accordance with its policies and procedures in effect at such time, issue Letters of Credit, for the account of the Parent Borrower, Borrower (provided that any Letter of Credit may be for the U.S. benefit of any Subsidiary of the Borrower or any Business Successor (so long as the Borrower is the applicant or co-applicant therefor and subject to compliance with Section 7.02)) and (y) from time to time on any Business Day during the period from the Closing Date until the Letter of their respective Subsidiaries and Credit Expiration Date (except in the case of Existing Letters of Credit, from the Closing Date until the date that is forty-five (45) days after the Closing Date), to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b) (provided that no such amendment or renewal of an Existing Letter of Credit may increase the stated amount thereof), and (2) to honor drawings drafts under the Letters of Credit and (B) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; 2.03 provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and no Lender Lenders shall not be obligated to participate in any Letter Letters of Credit if as of the date of such the applicable L/C Credit Extension, (x) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender▇▇▇▇▇▇’s U.S. Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the L/C Sublimit, or (z) the Letter of Credit Sublimitgiving rise to such L/C Credit Extension has a stated expiry date after any Maturity Date with respect to any Revolving Credit Commitments then in effect and the aggregate stated amount of all Letters of Credit having stated expiry dates after such Maturity Date would exceed the aggregate amount of the Revolving Credit Commitments which will remain in effect after such Maturity Date; provided, further, notwithstanding anything to the contrary in the foregoing, (i) Bank of America, as L/C Issuer (or any Affiliate thereof), shall only be required to issue Letters of Credit with the face amount in the aggregate of up to but not exceeding $50,000,000, (ii) PNC Bank, National Association, as an L/C Issuer (or any Affiliate thereof), shall only be required to issue Letters of Credit with the face amount in the aggregate of up to but not exceeding $15,000,000, (iii) ING Capital LLC, as an L/C Issuer (or any Affiliate thereof), shall only be required to issue Letters of Credit with the face amount in the aggregate of up to but not exceeding $10,000,000, (iv) each of The Bank of Tokyo-Mitsubishi UFJ, Ltd. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A., as an L/C Issuer (or any Affiliate thereof), shall only be required to issue Letters of Credit with the face amount in the aggregate of up to but not exceeding $7,500,000 and (v) each of the other Lead Arranger L/C Issuers shall only be required to issue Letters of Credit with the face amount in the aggregate of up to but not exceeding $15,000,000. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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 Letters of Credit shall be issued on “sight-basis” only which, for the avoidance of doubt, means that any Letter of Credit shall be honored for payment by the relevant L/C Issuer at the time the Letter of Credit is presented for payment and not at a later date or time. AMERICAS 112057218 v3 77 [AM_ACTIVE 404836320_6] #99361848v2 (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); ; (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit Credit, (i) in the case of a standby Letter of Credit, would occur more than twelve months after the date of issuance or last renewal, and (ii) in the case of a commercial Letter of Credit, would occur more than 180 days after the date of issuance or last renewal, in each case, unless otherwise agreed by the L/C Issuer and the Administrative Agent; (C) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (1x) each Appropriate Lender has all the Revolving Credit Lenders have approved of such expiration expiry date or (2y) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter in an amount equal to at least 101% of credit reasonably satisfactory to the applicable L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of such L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; Obligations; (D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer and/or the issuance of such Letters of Credit would violate any policies of such the L/C Issuer applicable to letters Letters of credit Credit generally; ; or (E) any U.S. Revolving Credit Lender Lender, as applicable, is at that time a Defaulting LenderLender at such time, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, arrangements reasonably satisfactory to such L/C Issuer (in its sole discretion) with it and the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) risk with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect participation in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewithsuch Defaulting Lender, and including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuerObligations.

The Letter of Credit Commitments. (ia) Subject to the terms and conditions set forth herein, (Ai) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1A) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit L/C Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower, the U.S. Borrower or a Restricted Subsidiary (provided that any such Letter of their respective Subsidiaries Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(2), and (2B) to honor drawings under the Letters of Credit and (Bii) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer 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 U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter L/C Sublimit or (z) the Outstanding Amount of Credit Sublimitthe L/C Obligations issued by such Issuing Bank would exceed its L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (iib) An L/C Issuer Issuing Bank shall be under no obligation to issue any Letter of Credit if: (Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Law applicable to such L/C Issuer Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or direct that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder); (Bii) subject to Section 2.03(b)(iii2.03(2)(c), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1A) each Appropriate Lender has approved of such expiration date or (2B) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C IssuerIssuing Bank; (Ciii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless (1A) each Appropriate Lender has approved of such expiration date or (2B) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C IssuerIssuing Bank; (Div) the issuance of such Letter of Credit would violate any policies of such L/C Issuer Issuing Bank applicable to letters of credit generally;; or (Ev) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer Issuing Bank (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C IssuerIssuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv2.17(1)(d)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency. (iiic) An L/C Issuer Issuing Bank shall be under no obligation to amend any Letter of Credit if (Ai) such L/C Issuer Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (Bii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) 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 pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and no Lender Lenders shall not be obligated to participate in any Letter Letters of Credit if if, as of the date of such L/C Credit Extensionthe applicable Letter of Credit, (x) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the aggregate amount of the Revolving Credit Commitments or (z) the Outstanding Amount of the L/C Obligations would exceed the L/C Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit Sublimitshall 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 of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (ii) An 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 months after the date of issuance or last renewal, unless otherwise agreed by the L/C Issuer and the Administrative Agent; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender shall have approved such expiry date or (2) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized. (iii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (D) the issuance of such Letter of Credit would violate any one or more policies of such L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (FC) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the such Letter of Credit is to be denominated in a currency other than Dollars Dollars; (D) the aggregate L/C Obligations in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s Fronting Sublimit; or (E) any Revolving Credit Lender is at that time a Defaulting Lender unless, after giving effect to (i) the reallocations provided for in Section 2.16(a)(iv), (ii) the delivery of Cash Collateral as contemplated by and in accordance with Section 2.16(b) and/or (iii) the entry by such L/C Issuer into other arrangements with the Borrower or a Foreign Currencysuch Defaulting Lender reasonably satisfactory to such L/C Issuer, all Defaulting Lender Fronting Exposure arising from the Letter of Credit then proposed to be issued, and all other L/C Exposure as to which such L/C Issuer has Defaulting Lender Fronting Exposure, shall have been eliminated. (iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (ivv) The Each L/C Issuer shall act on behalf of the Revolving Credit Appropriate Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX 9 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.term

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided that any Letter of Credit may be for the benefit of any subsidiary of the Parent Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(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 pursuant to this Section 2.03; provided 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 U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Parent Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (D) the issuance of such Letter of Credit would violate any policies of such the L/C Issuer applicable to letters of credit generally;; or (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from Availability Period for the Effective Date until the Letter of Revolving Credit Expiration DateFacility, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies any Revolving Alternative Currency for the account of the Parent Borrower, Borrowers (provided that any Letter of Credit may be for the U.S. Borrower or benefit of any of their respective Subsidiaries Group Member) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)), and (2y) to honor drawings drafts under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided 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 immediately after giving effect to such L/C Credit Extension, (v) the aggregate L/C Obligation in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (w) the aggregate L/C Obligation would exceed the Letter of Credit Sublimit, (x) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment, (y) the aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitment or (yz) the Outstanding Amount of the L/C Obligations Revolving Credit Exposure denominated in Revolving Alternative Currencies would exceed the Letter of Credit Alternative Currency Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and the U.S. Borrower Borrowers may, during the foregoing periodAvailability Period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date by the issuer of such letter of credit specified on Schedule 2.03(a). (ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations in respect of Issuer has approved such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in respect of such requested any undrawn Letter of Credit has been Cash Collateralized or back-stopped by a letter shall in any event terminate on the Letter of credit reasonably satisfactory to the applicable L/C IssuerCredit Expiration Date); (D) the issuance of such Letter of Credit would violate any policies of such L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate Laws binding upon such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (GE) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign any Revolving Alternative Currency; (F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000; or (G) the issuance of such Letter of Credit would violate one or more generally applicable policies of such L/C Issuer applicable to letters of credit. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Final Issuance Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower, Borrowers (provided that any Letter of Credit may be for the U.S. Borrower or benefit of any of their respective Subsidiaries Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided 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 after giving effect to such L/C Credit Extension, (x) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, or (z) the aggregate Total Outstandings would exceed the Line Cap. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and the U.S. 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. It is hereby acknowledged and agreed that each of the letters of credit described in Schedule 2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2i) the Outstanding Amount of Required Lenders and (ii) the relevant L/C Obligations in respect of Issuer have approved such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Final Issuance Date, (i) unless (1) each Appropriate Lender has all the Revolving Credit Lenders and the relevant L/C Issuer have approved of such expiration expiry date or (2ii) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been will be Cash Collateralized or back-stopped by a letter of credit backstopped pursuant to arrangements reasonably satisfactory acceptable to the applicable relevant L/C Issuer; (D) the issuance of such Letter of Credit would violate any policies of such L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate Laws binding upon such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (GE) the Letter of Credit is to be denominated in a currency other than Dollars or Dollars, unless otherwise agreed by the relevant L/C Issuer and the Administrative Agent; (F) the Letter of Credit is in an initial amount less than $100,000; or (G) any Lender is at that time a Foreign CurrencyDefaulting Lender, unless after giving effect to the requested issuance the requirements of Section 2.16(e) have been satisfied. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (ia) Subject to the terms and conditions set forth herein, (Ai) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1A) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit L/C Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies Canadian Dollars for the account of the Parent Borrower, Borrowers (provided that any such Letter of Credit may be for the U.S. Borrower benefit of Holdings or any of their respective Subsidiaries Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(2), and (2B) to honor drawings under the Letters of Credit and (Bii) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer 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 Credit, if as of the date of such L/C Credit Extension, (x) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter L/C Sublimit or (z) the Outstanding Amount of Credit Sublimitthe L/C Obligations of (i) Bank of America would exceed $8,333,334.00, (ii) JPMorgan would exceed $8,333,334.00, (iii) KeyBank National Association would exceed $4,166,666.00 or (iv) The Toronto-Dominion Bank would exceed $4,166,666.00. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and the U.S. 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. In accordance with Section 2.03(8), all Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(1). (iib) An L/C Issuer Issuing Bank shall be under no obligation to issue any Letter of Credit if: (Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Law applicable to such L/C Issuer Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or direct that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder); (Bii) subject to Section 2.03(b)(iii2.03(2)(c), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1A) each Appropriate Lender has approved of such expiration date or (2B) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C IssuerIssuing Bank; (Ciii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless (1A) each Appropriate Lender has approved of such expiration date or (2B) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C IssuerIssuing Bank; (Div) the issuance of such Letter of Credit would violate any policies of such L/C Issuer Issuing Bank applicable to letters of credit generally;; or (Ev) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer Issuing Bank (in its sole discretion) with the Parent Borrower, the U.S. Borrower Borrowers or such Lender to eliminate such L/C IssuerIssuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv2.17(1)(d)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency. (iiic) An L/C Issuer Issuing Bank shall be under no obligation to amend any Letter of Credit if (Ai) such L/C Issuer Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (Bii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders under the Revolving Credit Facility set forth in this Section 2.03, (1x) from time to time on any Business Day during following the period from the Effective Closing Date until before the Letter of Credit Facility Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided, that any Letter of Credit may be for the account of any Restricted Subsidiary of the Parent Borrower with the approval of the applicable L/C Issuer (such approval not to be unreasonably withheld or delayed); provided, further that the Parent Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Parent Borrower, and that the U.S. Parent Borrower’s business derives substantial benefits from the businesses of such Subsidiaries, and the Parent Borrower or hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any Letter of their respective Subsidiaries Credit issued for the account of any Subsidiary) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders under the Revolving Credit Facility severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, Credit and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if as of the date of immediately after giving effect to such L/C Credit Extension, (v) Excess Availability would be less than $0, (w) the Total Outstandings would exceed the Revolving Credit Commitments then in effect, (x) the U.S. sum of the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any U.S. Revolving Credit Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, would exceed such Lender’s U.S. Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the aggregate L/C Obligations Exposure would exceed the Letter of Credit SublimitSublimit or (z) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment. Letters of Credit shall constitute utilization of the Revolving Credit Commitments. Within the foregoing limits, and subject to the terms and conditions hereof, the Parent Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for and which such the L/C Issuer is not otherwise compensated hereunder)in good faith deems material to it; (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations in respect of Issuer has approved such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Facility Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders under the Revolving Credit Facility in respect of such requested any undrawn Letter of Credit has been Cash Collateralized or back-stopped by a letter shall in any event terminate on the Letter of credit reasonably satisfactory to the applicable L/C IssuerCredit Facility Expiration Date); (D) in the issuance case of Letters of Credit, if such Letter of Credit would violate any policies of such L/C Issuer applicable is to letters of credit generally;be denominated in a currency other than Dollars or an Approved Currency; or (E) any U.S. Revolving Credit Lender of the applicable Class is at that such time a Defaulting Lender, nor shall any L/C Issuer be under any obligation to extend or amend existing Letters of Credit, unless such L/C Issuer has entered into arrangements, including reallocation of such Lender’s Applicable Percentage of the applicable outstanding L/C Obligations pursuant to Section 2.16 or the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting L/C Exposure (after giving effect to Section 2.17(a)(iv)2.16) with respect to the Defaulting such Lender arising from either the Letter of Credit then proposed to be issued or that such Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting L/C Exposure, as it may elect in its sole discretion;; or (F) except as otherwise agreed by the Administrative Agent and issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer, the Issuer or one or more policies of such L/C Issuer applicable to letters of credit in general; (G) such Letter of Credit is not a standby letter of credit; or (H) such Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency10,000. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The aggregate L/C Issuer shall act on behalf Commitments of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and all the L/C Issuer Issuers shall have all of the benefits and immunities (A) provided be less than or equal to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters Letter of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuerSublimit at all times.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from Availability Period for the Effective Date until the Letter of Revolving Credit Expiration DateFacility, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and and, except in the case of the following clause (w), no Lender shall be obligated to participate in any Letter of Credit if as of the date of immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the U.S. aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit SublimitCommitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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.. #94164975v6 Exhibit 10.14 -187- #94164975v6 Exhibit 10.14 (ii) i. An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if: (A) i. any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) ii. subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (D) the issuance of such Letter of Credit would violate any policies of such L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such relevant L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to approved such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionexpiry date; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, to issue Performance Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies and Financial Letters of Credit for the account of the Parent Borrower, the U.S. Borrower or any of their respective Subsidiaries and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drawings drafts under the such Letters of Credit Credit; and (B) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower; provided 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 in, any Letter of Credit if as of the date of such L/C Credit Extension, (x) the U.S. Revolving Credit Exposure aggregate Outstanding Amount would exceed the Aggregate Commitments (but excluding in the computation of Aggregate Commitments, if the Stated Maturity Date for all Lenders is not the same, the Commitments of those Lenders with a Stated Maturity Date that is on or before the date that is seven days after the expiry date of such Letter of Credit), (y) the Outstanding Amount applicable to any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment Commitment, or (yz) the Outstanding Amount sum of the aggregate undrawn face amount of all outstanding Letters of Credit issued by such L/C Obligations Issuer plus the aggregate of all L/C Borrowings in respect of such Letters of Credit would exceed the such L/C Issuer’s Letter of Credit SublimitCommitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and the U.S. Borrower may, during the foregoing periodperiod from the Closing Date until the Letter of Credit Expiration Date, from time to time obtain new Letters of Credit and Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) An No L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement not in effect on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder) hereunder and for which the Borrower does not agree to compensate such L/C Issuer in effect on the Effective Datea manner reasonably satisfactory to such L/C Issuer), or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which and which, in either event, such L/C Issuer is not otherwise compensated hereunder)in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has the Majority Lenders have approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has all the Lenders have approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (D) the issuance of such Letter of Credit would violate any one or more policies of such L/C Issuer applicable to letters of credit generally;Issuer; or (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated a face amount less than $250,000; or (G) the Letter of Credit 500,000 or is to be denominated in a currency other than Dollars or a Foreign CurrencyDollars. (iii) An No L/C Issuer shall be under no any obligation to amend any Letter of Credit as may be requested by the Borrower if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Effective Acquisition Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Alternative L/C Currencies for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of the Parent Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided 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 after giving effect to such L/C Credit Extension, if (x) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such LenderL▇▇▇▇▇’s U.S. Revolving Credit Commitment Commitment, or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that each L/C Issuer shall have a Commitment herein proportionate to its Revolving Credit Commitment and no L/C Issuer shall be obligated to issue, amend or renew any Letter of Credit if (I) the Outstanding Amount of Letters of Credit issued by such L/C Issuer, when aggregated with the Outstanding Amount of Swing Line Loans made by such L/C Issuer and the Revolving Credit Exposure of such L/C Issuer (other than Revolving Credit Exposure attributable to Letters of Credit and Swing Line Loans issued and made by such L/C Issuer) would exceed the L/C Issuer’s Revolving Credit Commitment or (II) the Outstanding Amount of Letters of Credit issued by such L/C Issuer would exceed its L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and the U.S. 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. It is hereby acknowledged and agreed that each of the letters of credit described in Schedule 2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, no L/C Issuer shall be required to issue commercial or trade Letters of Credit without its consent. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Acquisition Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Acquisition Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2i) the Outstanding Amount of Required Revolving Credit Lenders and (ii) the relevant L/C Obligations in respect of Issuer have approved such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1i) each Appropriate Lender has approved of such expiration date or all the Revolving Credit Lenders and (2ii) the Outstanding Amount of relevant L/C Obligations in respect of Issuer have approved such requested expiry date, except to the extent such Letter of Credit has been is Cash Collateralized in accordance with Section 2.03(f) or back-stopped by a letter of credit otherwise backstopped pursuant to arrangement reasonably satisfactory to the applicable relevant L/C Issuer; (D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer or one or more policies of such the L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative L/C Currency, unless otherwise agreed by the L/C Issuer and the Administrative Agent; (F) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or (G) any Lender is at that time a Foreign CurrencyDefaulting Lender, unless after giving effect to the requested issuance the requirements of Section 2.16(e) have been satisfied. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of . Subject to the Revolving Credit Lenders with respect to any Letters terms and conditions hereof, each Letter of Credit issued by it and (as defined in the documents associated therewith, and Existing Credit Agreement) outstanding under the L/C Issuer Existing Credit Agreement on the Acquisition Closing Date shall have all remain outstanding under this Agreement as a Letter of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuerCredit.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, (x) to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of the Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and no Lender Lenders shall not be obligated to participate in any Letter Letters of Credit if as of the date of such the applicable L/C Credit Extension, (x) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment Commitment, (y) the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by any L/C Issuer would exceed such L/C Issuer’s Individual Letter of Credit Sublimit (it being understood that any L/C Issuer may elect, in its sole discretion, to make L/C Extensions with respect to Letters of Credit in excess of such L/C Issuer’s Individual Letter of Credit Sublimit) or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (ii) (A) An L/C Issuer shall be under no obligation to not 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date (for which such L/C Issuer is not otherwise compensated hereunder); (B1) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) otherwise agreed by the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to Issuer and the applicable L/C Issuer;Administrative Agent; or (C2) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1x) each Appropriate Lender has all the Revolving Credit Lenders have approved of such expiration expiry date or (2y) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory (in which case, the Revolving Credit Lenders shall cease to the applicable L/C Issuer; (D) the issuance of have participating interests in such Cash Collateralized Letter of Credit would violate any policies of such L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including following the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf Maturity Date of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuerFacility).

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders under the relevant Revolving Credit Facilities set forth in this Section 2.03, (1x) from time to time on any Business Day following the Closing Date during the period from Availability Period for the Effective Date until the Letter of applicable Revolving Credit Expiration DateFacility, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided that any Letter of Credit may be for the account of any Subsidiary of the Borrower; provided, further that the Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the U.S. Borrower’s business derives substantial benefits from the businesses of such Subsidiaries, and the Borrower or hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any Letter of their respective Subsidiaries Credit issued for the account of any Subsidiary) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders under each Revolving Credit Facility severally agree to participate in Letters of Credit of any Revolving Credit Facility issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, Credit and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if as of the date of immediately after giving effect to such L/C Credit Extension, (w) the Total Revolving Outstandings would exceed the Revolving Credit Commitments then in effect, (x) (A) the U.S. Initial Revolving Credit Exposure of any U.S. such Revolving Credit Lender would exceed such Lender’s U.S. its Initial Revolving Credit Commitment Commitments or (B) the 20232025 Extended Revolving Credit Exposure of such Revolving Credit Lender would exceed its 20232025 Extended Revolving Credit Commitments, (y) the Outstanding Amount of the aggregate L/C Obligations Exposure would exceed the Aggregate Letter of Credit SublimitSublimit or (z) the Aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment. Letters of Credit shall constitute utilization of the Revolving Credit Commitments under the applicable Revolving Credit Facility. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for and which such the L/C Issuer is not otherwise compensated hereunder)in good faith deems material to it; (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations in respect of Issuer has approved such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Facility Expiration DateDate under the applicable Revolving Credit Facility, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders under the relevant Revolving Credit Facility in respect of such requested any undrawn Letter of Credit has been Cash Collateralized or back-stopped by a letter shall in any event terminate on the Letter of credit reasonably satisfactory Credit Facility Expiration Date with respect to the applicable L/C IssuerRevolving Credit Facility); (D) in the issuance case of Letters of Credit, if such Letter of Credit would violate any policies of such L/C Issuer applicable is to letters of credit generally;be denominated in a currency other than Dollars or an Approved Currency; or (E) any U.S. Revolving Credit Lender of the applicable Class (it being understood that solely for the purposes of this Section 2.03(a)(ii)(E), the Initial Revolving Credit Facility and the 2023 Extended Revolving Credit Facility shall be considered as a single Class) is at that such time a Defaulting Lender, nor shall any L/C Issuer be under any obligation to extend or amend existing Letters of Credit, unless such L/C Issuer has entered into arrangements, including reallocation of such Lender’s Applicable Percentage of the applicable outstanding L/C Obligations pursuant to Section 2.16 or the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting L/C Exposure (after giving effect to Section 2.17(a)(iv)2.16) with respect to the Defaulting such Lender arising from either the Letter of Credit then proposed to be issued or that such Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting L/C Exposure, as it may elect in its sole discretion;; or (F) except as otherwise agreed by the Administrative Agent and issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer, the Issuer or one or more policies of such L/C Issuer applicable to letters of credit in general; (G) such Letter of Credit is not a standby letter of credit; or (H) such Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency10,000. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The aggregate L/C Issuer shall act on behalf Commitments of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and all the L/C Issuer Issuers shall have all of the benefits and immunities (A) provided be less than or equal to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters Aggregate Letter of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuerSublimit at all times.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) 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 pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and no Lender Lenders shall not be obligated to participate in any Letter Letters of Credit if if, as of the date of such L/C Credit Extensionthe applicable Letter of Credit, (x) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the aggregate amount of the Revolving Credit Commitments or (z) the Outstanding Amount of all L/C Obligations would exceed the L/C Sublimit. Each request by the Parent Borrower for the issuance or amendment of a Letter of Credit Sublimitshall be deemed to be a representation by the Parent 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 Parent Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (ii) An 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 months after the date of issuance or last renewal, unless otherwise agreed by the L/C Issuer and the Administrative Agent; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender shall have approved such expiry date or (2) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized. (iii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (D) the issuance of such Letter of Credit would violate any one or more policies of such L/C Issuer applicable to letters of credit generally;; or (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (FC) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the such Letter of Credit is to be denominated in a currency other than Dollars or a Foreign CurrencyDollars. (iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (ivv) The Each L/C Issuer shall act on behalf of the Revolving Credit Appropriate Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX 9 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX 9 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in U.S. Dollars, Australian Dollars, Pounds, euros, Singapore Dollars or or, to the extent the L/C Issuers are operationally capable of issuing Letters of Credit in one or more Foreign Currencies such currency, New Zealand Dollars, for the account of any Borrower (provided that any such Letter of Credit may be for the benefit of any Subsidiary of Holdings); provided further that any such Letter of Credit denominated in Singapore Dollars shall not be issued for the account of the Parent Australian Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b(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 pursuant to this Section 2.03; provided 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 U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit SublimitSublimit or (z) the making of such L/C Credit Extension would cause the Outstanding Amount of L/C Obligations of such L/C Issuer to exceed the lesser of (I) the U.S. Dollar Amount opposite such L/C Issuer’s name on Schedule 1.01B (in the appropriate table depending on whether the Delayed Draw Funding Date has then occurred) and (II) the aggregate amount of the Revolving Credit Commitments (as of the date of such L/C Credit Extension) multiplied by the percentage opposite such L/C Issuer’s name on Schedule 1.01B (in the appropriate table depending on whether the Delayed Draw Funding Date has then occurred). Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and the U.S. 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 constitute Letters of Credit subject to the terms hereof, and any amendments to such Existing Letters of Credit shall be subject to any requirements relating to the amendments to any other Letters of Credit issued pursuant to this Agreement. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-back stopped by a letter of credit (or similar instrument) reasonably satisfactory to the applicable L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit (or similar instrument) reasonably satisfactory to the applicable such L/C Issuer; (D) the issuance of such Letter of Credit would violate any policies of such L/C Issuer applicable to letters of credit generally;; or (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower Representative or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Effective Closing Date until the Letter of Credit Expiration Date, (x) to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of the Borrower, the U.S. Borrower or any of their respective Subsidiaries ) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and no Lender Lenders shall not be obligated to participate in any Letter Letters of Credit if as of the date of such the applicable L/C Credit Extension, (x) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. (ii) (A) An L/C Issuer shall be under no obligation to not 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date (for which such L/C Issuer is not otherwise compensated hereunder); (B1) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) otherwise agreed by the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to Issuer and the applicable L/C Issuer;Administrative Agent; or (C2) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1x) each Appropriate Lender has all the Revolving Credit Lenders have approved of such expiration expiry date or (2y) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory (in which case, the Revolving Credit Lenders shall cease to the applicable L/C Issuer; (D) the issuance of have participating interests in such Cash Collateralized Letter of Credit would violate any policies of such L/C Issuer applicable to letters of credit generally; (E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including following the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf Maturity Date of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuerFacility).

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.032.13 and within the limits of its L/C Commitment, (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 at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent BorrowerCompany or its Subsidiaries, the U.S. Borrower or any of their respective Subsidiaries and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit Credit; and (B) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Company or its Subsidiaries and any drawings thereunder; provided that no L/C Issuer shall be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, (1) the aggregate Outstanding Amount of all Loans and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit ExtensionObligations shall not exceed the aggregate Revolving Loan Commitments, (x2) the U.S. aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any U.S. Revolving Credit Lender would Lender, plus such Lender’s Commitment Ratio of the Outstanding Amount of all L/C Obligations plus such Lender’s Commitment Ratio of the Swingline Loans then outstanding shall not exceed such Lender’s U.S. Revolving Credit Commitment or Commitment, (y3) the Outstanding Amount of the L/C Obligations would in respect of Letters of Credit issued by such Issuing Bank shall not exceed such Issuing Bank’s L/C Commitment and (4) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; and provided, further, that none of Barclays Bank PLC, Royal Bank of Canada or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. shall have any obligation to issue commercial letters of credit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Each letter of credit listed on Schedule 2 shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of this Section 2.13, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and the U.S. Borrower may, during the foregoing period, Company may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) An L/C Issuer No Issuing Bank shall be under no obligation to issue any Letter of Credit Credit, if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date (for which such L/C Issuer is not otherwise compensated hereunder); (B1) subject to Section 2.03(b)(iii2.13(b)(iii), the expiry date of such the requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless (1) the Majority Lenders have approved such expiry date; provided that each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Auto-Extension Letter of Credit has been Cash Collateralized or back-stopped by a letter shall not be deemed to have an expiry date longer than twelve (12) months after the date of credit reasonably satisfactory to the applicable L/C Issuer;its issuance; or (C2) the expiry date of such the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. (iii) No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (1) each Appropriate Lender has approved any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain such expiration Issuing Bank from issuing the Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Restatement Date and which such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; provided, however, that any such circumstance shall not affect such Lender’s obligations pursuant to Section 2.13(c); (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; (D) the issuance of such the Letter of Credit would violate any one or more policies of such L/C Issuer Issuing Bank applicable to letters of credit generally; (E3) except as otherwise agreed by the Administrative Agent and such Issuing Bank, the Letter of Credit is in an initial stated amount less than $100,000, in the case of a Commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit; (4) the Letter of Credit is to be denominated in a currency other than Dollars; (5) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer Issuing Bank (in its sole discretion) with the Parent Borrower, the U.S. Borrower Company or such Lender to eliminate such L/C IssuerIssuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or (G6) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currencycontains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iiii) An L/C Issuer No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (ii) No Issuing Bank shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer Issuing Bank would have no obligation at such time to issue such the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such the Letter of Credit does not accept the proposed amendment to such the Letter of Credit. (iviii) The L/C Issuer Each Issuing Bank shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer each Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX 9 with respect to any acts taken or omissions suffered by the L/C Issuer such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX 9 included the L/C Issuer such Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuerIssuing Banks.

The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A1) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders under the relevant Revolving Credit FacilityFacilities set forth in this Section 2.03, (1x) from time to time on any Business Day following the Closing Date during the period from Availability Period for the Effective Date until the Letter of applicable Revolving Credit Expiration DateFacility, to issue Letters of Credit at sight denominated in Dollars or in one or more Foreign Currencies for the account of the Parent Borrower (provided that any Letter of Credit may be for the account of any Subsidiary of the Borrower; provided, further that the Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the U.S. Borrower’s business derives substantial benefits from the businesses of such Subsidiaries, and the Borrower or hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any Letter of their respective Subsidiaries Credit issued for the account of any Subsidiary) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drawings drafts under the Letters of Credit and (B2) the U.S. Revolving Credit Lenders under theeach Revolving Credit Facility severally agree to participate in Letters of Credit of any Revolving Credit Facility issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, Credit and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if as of the date of immediately after giving effect to such L/C Credit Extension, (w) the Total Revolving Outstandings would exceed the Revolving Credit Commitments then in effect, (x) (A) the U.S. sum of the aggregate Outstanding Amount of theInitial Revolving Credit Loans of anyExposure of such Revolving Credit Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, would exceed such Lender’sits Initial Revolving Credit CommitmentCommitments or (B) the 2023 Extended Revolving Credit Exposure of any U.S. such Revolving Credit Lender would exceed such Lender’s U.S. its 2023 Extended Revolving Credit Commitment or Commitments, (y) the Outstanding Amount of the aggregate L/C Obligations Exposure would exceed the Aggregate Letter of Credit SublimitSublimit or (z) the aggregateAggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment. Letters of Credit shall constitute utilization of the Revolving Credit Commitments under the applicable Revolving Credit Facility. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower and 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. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date (for and which such the L/C Issuer is not otherwise compensated hereunder)in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations in respect of Issuer has approved such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuerexpiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Facility Expiration DateDate under the applicable Revolving Credit Facility, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of relevant L/C Obligations Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders under the relevant Revolving Credit Facility in respect of such requested any undrawn Letter of Credit has been Cash Collateralized or back-stopped by a letter shall in any event terminate on the Letter of credit reasonably satisfactory Credit Facility Expiration Date with respect to the applicable L/C IssuerRevolving Credit Facility); (D) in the issuance case of Letters of Credit, if such Letter of Credit would violate any policies of such L/C Issuer applicable is to letters of credit generally;be denominated in a currency other than Dollars or an Approved Currency; or (E) any U.S. Revolving Credit Lender of the applicable Class (it being understood that solely for the purposes of this Section 2.03(a)(ii)(E), the Initial Revolving Credit Facility and the 2023 Extended Revolving Credit Facility shall be considered as a single Class) is at that such time a Defaulting Lender, nor shall any L/C Issuer be under any obligation to extend or amend existing Letters of Credit, unless such L/C Issuer has entered into arrangements, including reallocation of such Lender’s Applicable Percentage of the applicable outstanding L/C Obligations pursuant to Section 2.16 or the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting L/C Exposure (after giving effect to Section 2.17(a)(iv)2.16) with respect to the Defaulting such Lender arising from either the Letter of Credit then proposed to be issued or that such Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting L/C Exposure, as it may elect in its sole discretion;; or (F) except as otherwise agreed by the Administrative Agent and issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer, the Issuer or one or more policies of such L/C Issuer applicable to letters of credit in general; (G) such Letter of Credit is not a standby letter of credit; or (H) such Letter of Credit is in an initial stated amount less than $250,000; or (G) the Letter of Credit is to be denominated in a currency other than Dollars or a Foreign Currency10,000. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The aggregate L/C Issuer shall act on behalf Commitments of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and all the L/C Issuer Issuers shall have all of the benefits and immunities (A) provided be less than or equal to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters Aggregate Letter of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuerSublimit at all times.