Common use of Existing Letters of Credit Clause in Contracts

Existing Letters of Credit. On the Closing Date, without further action by any party hereto (including the delivery of a request for a Letter of Credit or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3.9, (i) each Existing Letter of Credit issued by an Existing Issuing Lender hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be Letters of Credit issued under this Agreement, on behalf of the Borrower, and shall be subject to the terms and conditions hereof (including, without limitation Section 3.4(a)) as if each such Existing Letters of Credit were issued by the applicable Issuing Lender pursuant to this Agreement and (ii) each Existing Issuing Lender that has issued an Existing Letter of Credit shall be deemed to have granted each L/C Participant, and each L/C Participant shall be deemed to have acquired from such Existing Issuing Lender, on the terms and conditions of Section 3.4 hereof, for such L/C Participant’s own account and risk, an undivided participation interest in such Existing Issuing Lender’s obligations and rights under each such Existing Letter of Credit equal to such L/C Participant’s Revolving Percentage of (x) the outstanding amount available to be drawn under such Existing Letter of Credit and (y) the aggregate amount of any outstanding reimbursement obligations in respect thereof.

Existing Letters of Credit. On Upon consummation of the Closing DateMerger on the Effective Date and the satisfaction of the conditions in Section 4.03, in each case automatically and without further action by on the part of any party hereto (including the delivery of a request for a Letter of Credit or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3.9Person, (iA) each Existing Letter of Credit issued by an Existing Issuing Lender hereunder shall become will be deemed to be a Letter of Credit outstanding under this Agreement, shall be deemed to be Letters of Credit issued under this Agreement, on behalf hereunder for all purposes of the BorrowerLoan Documents, and shall be subject to the terms and conditions hereof (including, without limitation Section 3.4(a)) as if each such Existing Letters of Credit were issued by the applicable Issuing Lender pursuant to this Agreement and (iiB) each Existing Issuing Revolving Lender that has issued an Existing Letter of Credit shall be deemed to have granted to each L/C Participantother Revolving Lender, and each L/C Participant other Revolving Lender shall be deemed to have acquired from such Existing Issuing Lenderissuer, on the terms and conditions of Section 3.4 hereof, for such L/C Participant’s own account and risk, an undivided a participation interest in such Existing Issuing Lender’s obligations and rights under each such Existing Letter of Credit equal to such L/C Participantother Revolving Lender’s Revolving Percentage of (xI) the outstanding aggregate amount available to be drawn under such Existing Letter of Credit and (yII) the aggregate amount of any outstanding reimbursement obligations LC Reimbursement Obligations in respect thereof. With respect to each Existing Letter of Credit (x) if, prior to the Effective Date, the relevant issuer has heretofore sold a participation therein to a Revolving Lender, such issuer and Revolving Lender agree that such participation shall be automatically canceled upon consummation of the Merger on the Effective Date, and (y) if, prior to the Effective Date, the relevant issuer has heretofore sold a participation therein to any bank or financial institution that is not a Revolving Lender, such issuer shall procure the termination of such participation on or prior to the Effective Date.

Existing Letters of Credit. On the Closing Date, (A) each Existing Letter of Credit, to the extent outstanding, shall automatically and without further action by any party hereto (including the delivery of a request for be deemed converted into a Letter of Credit or any consent of, or confirmation by or to, Issued pursuant to this Agreement for the Administrative Agent), account of the Borrower (and its Borrower Group) as set forth on Schedule 1.1(c)(viii) and subject to the terms provisions hereof, and, for this purpose, other than as expressly set forth below, fees in respect thereof pursuant to subsection 1.9(c) shall be payable as if such Existing Letters of this Section 3.9Credit had been Issued on the Closing Date, (iB) the Lenders set forth on Schedule 1.1(c)(viii), or their respective designated Affiliates who are L/C Issuers, or, in the case of GE Capital, such financial institutions designated by GE Capital as the L/C Issuer with respect to one or more applicable Existing Letters of Credit, with respect to each such Existing Letter of Credit issued by an Existing Issuing Lender hereunder shall become a Letter of Credit outstanding under this AgreementCredit, shall be deemed to be Letters of Credit issued under this Agreement, on behalf of the Borrower, and shall be subject L/C Issuer with respect to the terms and conditions hereof (including, without limitation Section 3.4(a)) as if each such Existing Letters of Credit were issued by as rolled over under the preceding subclause (A), (C) such Letters of Credit shall each be included in the calculation of the applicable Issuing Lender pursuant to this Agreement Borrower Group’s Letter of Credit Obligations and (iiD) each all liabilities of the applicable Credit Parties with respect to such Existing Issuing Lender that has issued an Letters of Credit shall constitute Obligations hereunder. No Existing Letter of Credit converted in accordance with this clause (viii) shall be deemed to have granted each L/C Participantamended, and each L/C Participant shall be deemed to have acquired from such Existing Issuing Lender, on extended or renewed except in accordance with the terms and conditions hereof. Notwithstanding anything contained herein to the contrary, the Borrowers of Section 3.4 hereof, for such L/C Participant’s own account and risk, an undivided participation interest in such Existing Issuing Lender’s obligations and rights under each the relevant Borrower Group shall not be required to pay any additional issuance fees with respect to the Issuance of such Existing Letter of Credit equal solely as a result of such letter of credit being converted to such L/C Participant’s Revolving Percentage of (x) the outstanding amount available to be drawn under such Existing a Letter of Credit and (yhereunder; it being understood that the other fees set forth in subsection 1.9(c) the aggregate amount shall otherwise apply to such Existing Letters of any outstanding reimbursement obligations in respect thereofCredit.

Existing Letters of Credit. On The parties hereto acknowledge and agree that all Existing Letters of Credit are deemed to be issued under this Agreement by the Closing Date, without further action by any party hereto applicable Issuing Bank at the request of the Borrower and shall constitute Letters of Credit hereunder for all purposes (including Section 2.05(d) and Section 2.05(e)), and no notice requesting issuance thereof shall be required hereunder. Each reference herein to the delivery issuance of a request for a Letter of Credit or shall include any consent of, or confirmation by or to, such deemed issuance. All fees accrued on the Administrative Agent), subject to the terms of this Section 3.9, (i) each Existing Letter of Credit issued by an Existing Issuing Lender hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be Letters of Credit issued under this to but excluding the Closing Date shall be for the account of the applicable “Issuing Bank” and the “Lenders” (as those terms are used in the SemGroup Credit Agreement) as provided in the SemGroup Credit Agreement, and all fees accruing on behalf the Existing Letters of Credit on and after the Closing Date shall be for the account of the Borrowerapplicable Issuing Bank thereof and the Lenders as provided herein. For the avoidance of doubt, and no Issuing Bank that has issued Existing Letters of Credit pursuant to this Section 2.05(m) shall be subject required to the terms and conditions hereof (including, without limitation Section 3.4(a)) as if each renew or extend any such Existing Letters of Credit were issued by the applicable Issuing Lender pursuant to this Agreement and (ii) each Existing Issuing Lender that has issued an Existing Letter or issue any additional Letters of Credit shall be deemed to have granted each until such time that such Issuing Bank’s Revolving L/C Participant, and each Exposure is no greater than its pro rata portion of the Revolving L/C Participant shall be deemed to have acquired from such Existing Sublimit as among all Issuing Lender, on the terms and conditions of Section 3.4 hereof, for such L/C Participant’s own account and risk, an undivided participation interest in such Existing Issuing Lender’s obligations and rights under each such Existing Letter of Credit equal to such L/C Participant’s Revolving Percentage of (x) the outstanding amount available to be drawn under such Existing Letter of Credit and (y) the aggregate amount of any outstanding reimbursement obligations in respect thereofBanks.

Existing Letters of Credit. On Subject to the Closing Daterequirements of Section 2.19.1(ii), without further action by any party hereto (including the delivery of a request for a Letter of Credit or any consent of, or confirmation by or to, upon at least three Business Days’ prior written notice to the Administrative Agent), subject to the terms of this Section 3.9, (i) each Borrower may request that an Existing Letter of Credit issued by an Existing Issuing Lender hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be Letters a Facility LC issued hereunder. Such request shall be accompanied by a copy of such Existing Letter of Credit issued under this Agreement, on behalf and a consent of the Borrower, and shall be subject bank or other financial institution that issued such Existing Letter of Credit to its deemed issuance hereunder. If the terms and conditions hereof Administrative Agent determines that such Existing Letter of Credit meets the requirements specified therefor in this Agreement (including, without limitation limitation, the requirements set forth in Section 3.4(a2.19.1(ii)) as if each and the relevant LC Issuer Agreement, then (i) the Administrative Agent shall promptly provide a copy of such Existing Letters Letter of Credit were issued by to the applicable Issuing Lender pursuant to this Agreement Lenders and (ii) each subject to the satisfaction of the conditions precedent set forth in Section 4.2, and notwithstanding any reference in such Existing Issuing Lender that has issued an Letter of Credit to any credit facility pursuant to which such Existing Letter of Credit was issued, such Existing Letter of Credit shall be deemed to constitute a Facility LC and to have granted each L/C Participant, and each L/C Participant shall be been issued hereunder on the date set forth in the Borrower’s notice to the Administrative Agent (by the LC Issuer that issued or was deemed to have acquired from such Existing Issuing Lender, on the terms and conditions of Section 3.4 hereof, for such L/C Participant’s own account and risk, an undivided participation interest in such Existing Issuing Lender’s obligations and rights under each issued such Existing Letter of Credit equal to under such L/C Participant’s Revolving Percentage of (x) credit facility); provided, however, that nothing contained in this Section 2.19.12 shall extend, modify or otherwise affect the outstanding amount available to be drawn existing expiry date under any such Existing Letter of Credit Credit. Notwithstanding the foregoing, the parties hereto acknowledge and (y) agree that the aggregate amount letters of any outstanding reimbursement obligations credit set forth in respect thereofSchedule II hereto shall constitute Facility LCs for all purposes hereunder.

Existing Letters of Credit. On the Closing Date, without further action by any party hereto (including the delivery of a request for notice of the issuance of a Letter of Credit pursuant to this Section 2.05 or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3.9, (i) each Existing “Letter of Credit” (as defined in the Existing Revolving Credit Agreement) listed on Schedule 2.05(l) that was issued by an Issuing Bank (such letters of credit, collectively, “Existing Issuing Lender hereunder Letters of Credit”) shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be Letters a Letter of Credit issued under this Agreement, on behalf of the Borrower, Agreement and shall be subject to the terms and conditions hereof (including, without limitation Section 3.4(a)) as if each such Existing Letters Letter of Credit were issued by the applicable Issuing Lender Bank pursuant to this Agreement and (ii) each Existing Issuing Lender Bank that has issued an Existing Letter of Credit shall be deemed to have granted each L/C ParticipantRevolving Lender, and each L/C Participant Revolving Lender shall be deemed to have acquired from such Existing Issuing LenderBank, on the terms and conditions of this Section 3.4 hereof2.05, for such L/C ParticipantRevolving Lender’s own account and risk, an undivided interest and participation interest in such Existing Issuing LenderBank’s obligations and rights under each such Existing Letter of Credit equal to such L/C ParticipantRevolving Lender’s Revolving Applicable Percentage of (x) the outstanding face amount available to be drawn under of such Existing Letter of Credit (including all obligations of the Revolving Borrower for whose account such Letter of Credit was issued and (y) the aggregate amount of any outstanding reimbursement obligations in respect thereofsecurity or guaranty pertaining thereto).

Existing Letters of Credit. On the Closing Date, without further action by any party hereto (including the delivery of a request for a Letter of Credit or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3.9, (i) each Existing Letter of Credit, to the extent outstanding, shall be automatically and without further action by the parties thereto deemed converted into Letters of Credit issued by an pursuant to this Section 2.18 for the account of the Loan Parties set forth on Schedule 2.18(a) and subject to the provisions hereof, and for this purpose fees in respect thereof pursuant to Section 2.05(c) shall be payable (in substitution for any fees set forth in the applicable letter of credit reimbursement agreements or applications relating to such Existing Issuing Lender hereunder shall become a Letter Letters of Credit, except to the extent that such fees are also payable pursuant to Section 2.05(c)) as if such Existing Letters of Credit outstanding under this Agreementhad been issued on the Closing Date, (ii) the Lenders set forth on Schedule 2.18(a), or their designated Affiliates who are eligible to be Issuing Banks, shall be deemed to be the Issuing Bank with respect to each such Existing Letter of Credit, (iii) such Letters of Credit issued under this Agreementshall each be included in the calculation of LC Exposure and U.S. LC Exposure or European LC Exposure, on behalf as applicable, and (iv) all liabilities of the Borrower, and shall be subject Loan Parties with respect to the terms and conditions hereof (including, without limitation Section 3.4(a)) as if each such Existing Letters of Credit were issued by shall constitute Obligations. Notwithstanding the applicable Issuing Lender pursuant foregoing, the Loan Parties shall not be required to this Agreement and (ii) each Existing Issuing Lender that has issued an Existing Letter pay any additional issuance fees with respect to the issuance of Credit shall be deemed to have granted each L/C Participant, and each L/C Participant shall be deemed to have acquired from such Existing Issuing Lender, on the terms and conditions of Section 3.4 hereof, for such L/C Participant’s own account and risk, an undivided participation interest in such Existing Issuing Lender’s obligations and rights under each such Existing Letter of Credit equal solely as a result of such letter of credit being converted to a Letter of Credit hereunder, it being understood that the fronting, participation and other fees set forth in Section 2.05(c) shall otherwise apply to such L/C Participant’s Revolving Percentage Existing Letters of (x) the outstanding amount available to be drawn under such Credit. No Existing Letter of Credit and converted in accordance with this clause (yf) shall be amended, extended or renewed except in accordance with the aggregate amount of any outstanding reimbursement obligations in respect thereofterms hereof.

Existing Letters of Credit. On the Closing Effective Date, each of the Existing Letters of Credit shall be deemed to have been issued as a Letter of Credit under this Agreement by the applicable Issuing Bank, and such Issuing Bank shall be deemed, without further action by any party hereto (including the delivery of a request for a Letter of Credit or any consent ofhereto, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3.9, (i) each Existing Letter of Credit issued by an Existing Issuing Lender hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be Letters of Credit issued under this Agreement, on behalf of the Borrower, and shall be subject to the terms and conditions hereof (including, without limitation Section 3.4(a)) as if each such Existing Letters of Credit were issued by the applicable Issuing Lender pursuant to this Agreement and (ii) each Existing Issuing Lender that has issued an Existing Letter of Credit shall be deemed to have granted to each L/C Participantof the Lenders, and each L/C Participant Lender shall be deemed deemed, without further action by any party hereto, to have acquired from such Existing Issuing LenderBank, a participation (on the terms and conditions of specified in this Section 3.4 hereof, for such L/C Participant’s own account and risk, an undivided participation interest 2.04) in such Existing Issuing Lender’s obligations and rights under each such Existing Letter of Credit equal to such L/C ParticipantLender’s Revolving Applicable Percentage thereof. Concurrently with such sale of (x) participations, the outstanding amount available participations granted pursuant to the terms of each Existing Credit Agreement to the lenders party thereto shall be drawn under such automatically cancelled without further action by any of the parties hereto. Each Lender acknowledges and agrees that its obligation to acquire participations in Existing Letter Letters of Credit pursuant to this paragraph is absolute and (y) unconditional and shall not be affected by any circumstance whatsoever, including the aggregate amount occurrence and continuance of any outstanding reimbursement obligations a Default or reduction or termination of the Aggregate Commitments, and that each payment by a Lender in respect thereofof such participations shall be made without any offset, abatement, withholding or reduction whatsoever.

Existing Letters of Credit. On The parties hereto acknowledge and agree that all Existing Letters of Credit are deemed to be issued under this Agreement by the Closing Date, without further action by any party hereto applicable Issuing Bank at the request of the Borrower and shall constitute Revolving Letters of Credit hereunder for all purposes (including Section 2.05(d) and Section 2.05(e)), and no notice requesting issuance thereof shall be required hereunder. Each reference herein to the delivery issuance of a request for a Revolving Letter of Credit or shall include any consent of, or confirmation by or to, such deemed issuance. All fees accrued on the Administrative Agent), subject to the terms of this Section 3.9, (i) each Existing Letter of Credit issued by an Existing Issuing Lender hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be Letters of Credit issued under this to but excluding the Closing Date shall be for the account of the applicable “Issuing Bank” and the “Lenders” (as those terms are used in the Existing Credit Agreement) as provided in the Existing Credit Agreement, and all fees accruing on behalf the Existing Letters of Credit on and after the Closing Date shall be for the account of the Borrowerapplicable Issuing Bank thereof and the Lenders as provided herein. For the avoidance of doubt, and no Issuing Bank that has issued Existing Letters of Credit pursuant to this Section 2.05(m) shall be subject required to the terms and conditions hereof (including, without limitation Section 3.4(a)) as if each renew or extend any such Existing Letters of Credit were issued by the applicable Issuing Lender pursuant to this Agreement and (ii) each Existing Issuing Lender that has issued an Existing Letter or issue any additional Revolving Letters of Credit shall be deemed to have granted each until such time that such Issuing Bank’s Revolving L/C Participant, and each Exposure is no greater than its pro rata portion of the Revolving L/C Participant shall be deemed to have acquired from such Existing Sublimit as among all Issuing Lender, on the terms and conditions of Section 3.4 hereof, for such L/C Participant’s own account and risk, an undivided participation interest in such Existing Issuing Lender’s obligations and rights under each such Existing Letter of Credit equal to such L/C Participant’s Revolving Percentage of (x) the outstanding amount available to be drawn under such Existing Letter of Credit and (y) the aggregate amount of any outstanding reimbursement obligations in respect thereofBanks.

Existing Letters of Credit. On The Borrowers and the Closing Date, without further action by any party Lenders agree that the letters of credit described on Schedule 4.8 hereto (including the delivery "Existing Letters of a request for a Letter Credit"), which Existing Letters of Credit have previously been issued by Fleet or any consent ofits affiliates either (a) for the account of the Borrowers, or confirmation by (b) for the account of one or to, more affiliates of the Administrative Agent), subject to the terms of this Section 3.9, (i) each Existing Letter of Credit issued by an Existing Issuing Lender hereunder shall become a Letter of Credit outstanding under this AgreementBorrowers, shall be deemed to be Letters of Credit issued under and governed by this Credit Agreement, on behalf that this Credit Agreement supersedes any and all prior agreements between the Borrowers and Fleet with respect to the Existing Letters of the BorrowerCredit, and that all the Existing Letters of Credit shall be subject to and governed by the terms and conditions hereof of this Credit Agreement. As to the letters of credit referred to in clause (includingb) of the preceding sentence, without limitation Section 3.4(a)the Borrowers acknowledge that (i) as if although the account parties for each of such Existing Letters letters of Credit credit were affiliates of the Borrowers, each of such letters of credit was issued by exclusively to secure payment obligations of one or more of the applicable Issuing Lender pursuant Borrowers to this Agreement and trade vendors or to otherwise finance the working capital needs of the Borrowers, (ii) the reimbursement of the issuer or issuers thereof for drawings upon each Existing Issuing Lender of such letters of credit was unconditionally guaranteed by the Borrowers, which guarantee obligations continue to be in full force and effect as of and until the time that this Agreement is being executed, and (iii) as between the Borrowers and the affiliates that were the account parties with respect to each of such letters of credit, it has issued an Existing Letter of Credit been agreed that the Borrowers shall be deemed obligated to have granted each L/C Participant, and each L/C Participant shall be deemed to have acquired from such Existing Issuing Lender, on reimburse the terms and conditions of Section 3.4 hereof, issuers thereof for such L/C Participant’s own account and risk, an undivided participation interest in such Existing Issuing Lender’s obligations and rights under each such Existing Letter of Credit equal to such L/C Participant’s Revolving Percentage of (x) the outstanding amount available to be drawn under such Existing Letter of Credit and (y) the aggregate amount of any outstanding reimbursement obligations in respect thereofdrawings thereon.

Existing Letters of Credit. On the Closing Effective Date, without further action by any party hereto (including the delivery of a request for notice of the issuance of a Letter of Credit pursuant to this Section 2.04(n) or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3.9, (i) each Existing “Letter of Credit Credit” listed on Schedule 2.04(n) that was issued by an L/C Issuer (whether under the Existing Issuing Lender hereunder ABL Credit Agreement) (such letters of credit, collectively, “Existing Letters of Credit”) shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be Letters a Letter of Credit issued under this Agreement, on behalf of the Borrower, Agreement and shall be subject to the terms and conditions hereof (including, without limitation Section 3.4(a)) as if each such Existing Letters Letter of Credit were issued by the applicable Issuing Lender L/C Issuer pursuant to this Agreement on the Effective Date and (ii) each Existing Issuing Lender L/C Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each L/C ParticipantLender, and each L/C Participant Lender shall be deemed to have acquired from such Existing Issuing LenderL/C Issuer, on the terms and conditions of this Section 3.4 hereof2.04, for such L/C ParticipantLender’s own account and risk, an undivided interest and participation interest in such Existing Issuing LenderL/C Issuer’s obligations and rights under each such Existing Letter of Credit equal to such L/C ParticipantLender’s Revolving Applicable Percentage of (x) the outstanding face amount available to be drawn under of such Existing Letter of Credit and (y) the aggregate amount including all obligations of any outstanding reimbursement obligations in respect thereofBorrower for whose account such Letter of Credit was issued and any security or guaranty pertaining thereto).

Existing Letters of Credit. On the Closing Date, the Existing Letters of Credit, to the extent outstanding, shall be automatically and without further action by the parties thereto deemed to continue as Letters of Credit issued pursuant to Section 2.06 for the account of the Borrowers and subject to the provisions hereof, and for this purpose (i) fees in respect thereof pursuant to Section 2.12(b) shall be payable (in substitution for any party hereto fees set forth in the applicable letter of credit reimbursement agreements or applications relating to the Existing Letters of Credit, except to the extent that such fees are also payable pursuant to Section 2.12(b)) as if the Existing Letters of Credit had been issued on the Closing Date, (including ii) the delivery Existing Letters of Credit shall be included in the calculation of LC ABL CREDIT AGREEMENT Obligations and (iii) all liabilities of the Borrowers with respect to the Existing Letters of Credit shall constitute Facility Obligations. The Existing Letters of Credit shall not be extended or renewed, except pursuant to customary automatic extension provisions in existence on the date hereof or unless the Letter of Credit issuer is a request for Lender and has been validly appointed as an Issuing Bank hereunder prior to the requested extension or renewal. Notwithstanding the foregoing, the Borrowers shall not be required to pay any additional issuance fees with respect to the issuance of the Existing Letters of Credit solely as a result of such letters of credit being converted to a Letter of Credit or any consent ofhereunder, or confirmation by or toit being understood that the fronting, the Administrative Agent), subject participation and other fees set forth in Section 2.12(b) shall otherwise apply to the terms of this Section 3.9, (i) each Existing Letter of Credit issued by an Existing Issuing Lender hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be Letters of Credit issued under this Agreement, on behalf of the Borrower, and shall be subject to the terms and conditions hereof (including, without limitation Section 3.4(a)) as if each such Existing Letters of Credit were issued by the applicable Issuing Lender pursuant to this Agreement and (ii) each Existing Issuing Lender that has issued an Existing Letter of Credit shall be deemed to have granted each L/C Participant, and each L/C Participant shall be deemed to have acquired from such Existing Issuing Lender, on the terms and conditions of Section 3.4 hereof, for such L/C Participant’s own account and risk, an undivided participation interest in such Existing Issuing Lender’s obligations and rights under each such Existing Letter of Credit equal to such L/C Participant’s Revolving Percentage of (x) the outstanding amount available to be drawn under such Existing Letter of Credit and (y) the aggregate amount of any outstanding reimbursement obligations in respect thereofCredit.

Existing Letters of Credit. On the Closing Date, without further action by any party hereto (including the delivery of a request for a Letter of Credit or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3.9, (i) each Existing Letter of Credit, to the extent outstanding, shall be automatically and without further action by the parties thereto be deemed converted to Letters of Credit issued by an Existing Issuing Lender hereunder shall become a pursuant to this Section 2.07 for the account of the Borrowers and subject to the provisions hereof, and for this purpose the Letter of Credit outstanding under this AgreementFees shall be payable (in substitution for any fees set forth in the applicable letter of credit reimbursement agreements or applications relating to such letters of credit, except to the extent that such fees are also payable pursuant to Section 2.13(b)) as if such letters of credit had been issued on the Closing Date, (ii) JPMorgan Chase shall be deemed to be Letters the Issuing Bank hereunder solely for the purpose of Credit issued under this Agreementmaintaining such letters of credit, on behalf (iii) such letters of the Borrower, and credit shall be subject to included in the terms and conditions hereof (including, without limitation Section 3.4(a)) as if each such Existing Letters calculation of Credit were issued by the applicable Issuing Lender pursuant to this Agreement and (ii) each Existing Issuing Lender that has issued an Existing Letter of Credit Exposure and (iv) all liabilities of the Borrowers with respect to such letters of credit shall constitute Obligations. No letter of credit converted in accordance with this clause (k) shall be deemed to have granted each L/C Participantamended, and each L/C Participant shall be deemed to have acquired from such Existing Issuing Lender, on extended or renewed except in accordance with the terms and conditions hereof. Notwithstanding the foregoing, Borrowers shall not be required to pay any additional issuance fees with respect to the issuance of Section 3.4 hereof, for such L/C Participant’s own account and risk, an undivided participation interest in such Existing Issuing Lender’s obligations and rights under each such Existing Letter of Credit equal to solely as a result of such L/C Participant’s Revolving Percentage of (x) the outstanding amount available to be drawn under such Existing Letter of Credit being converted to a Letter of Credit hereunder, but being understood that the fronting and (yparticipation fees set forth in Section 2.13(b) the aggregate amount shall apply to such Letters of any outstanding reimbursement obligations in respect thereofCredit.

Existing Letters of Credit. On the Closing Effective Date, without further action by any party hereto (including the delivery of a request for notice of the issuance of a Letter of Credit pursuant to this Section 2.04(n) or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3.9, (i) each Existing “Letter 66 of Credit Credit” listed on Schedule 2.04(n) that was issued by an L/C Issuer (whether under the Existing Issuing Lender hereunder ABL Credit Agreement) (such letters of credit, collectively, “Existing Letters of Credit”) shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be Letters a Letter of Credit issued under this Agreement, on behalf of the Borrower, Agreement and shall be subject to the terms and conditions hereof (including, without limitation Section 3.4(a)) as if each such Existing Letters Letter of Credit were issued by the applicable Issuing Lender L/C Issuer pursuant to this Agreement on the Effective Date and (ii) each Existing Issuing Lender L/C Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each L/C ParticipantLender, and each L/C Participant Lender shall be deemed to have acquired from such Existing Issuing LenderL/C Issuer, on the terms and conditions of this Section 3.4 hereof2.04, for such L/C ParticipantLender’s own account and risk, an undivided interest and participation interest in such Existing Issuing LenderL/C Issuer’s obligations and rights under each such Existing Letter of Credit equal to such L/C ParticipantLender’s Revolving Applicable Percentage of (x) the outstanding face amount available to be drawn under of such Existing Letter of Credit and (y) the aggregate amount including all obligations of any outstanding reimbursement obligations in respect thereofBorrower for whose account such Letter of Credit was issued and any security or guaranty pertaining thereto).

Existing Letters of Credit. On the Closing Effective Date, each of the Existing Letters of Credit shall be deemed to have been issued as a Letter of Credit under this Agreement by the applicable Issuing Bank, and such Issuing Bank shall be deemed, without further action by any party hereto (including the delivery of a request for a Letter of Credit or any consent ofhereto, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3.9, (i) each Existing Letter of Credit issued by an Existing Issuing Lender hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be Letters of Credit issued under this Agreement, on behalf of the Borrower, and shall be subject to the terms and conditions hereof (including, without limitation Section 3.4(a)) as if each such Existing Letters of Credit were issued by the applicable Issuing Lender pursuant to this Agreement and (ii) each Existing Issuing Lender that has issued an Existing Letter of Credit shall be deemed to have granted to each L/C Participantof the Lenders, and each L/C Participant Lender shall be deemed deemed, without further action by any party hereto, to have acquired from such Existing Issuing LenderBank, a participation (on the terms and conditions of specified in this Section 3.4 hereof, for such L/C Participant’s own account and risk, an undivided participation interest 2.05) in such Existing Issuing Lender’s obligations and rights under each such Existing Letter of Credit equal to such L/C ParticipantLender’s Revolving Applicable Percentage thereof. Concurrently with such sale of (x) participations, the outstanding amount available participations granted pursuant to the terms of the Existing Credit Agreement to the lenders party thereto shall be drawn under such automatically cancelled without further action by any of the parties hereto. Each Lender acknowledges and agrees that its obligation to acquire participations in Existing Letter Letters of Credit pursuant to this paragraph is absolute and (y) unconditional and shall not be affected by any circumstance whatsoever, including the aggregate amount occurrence and continuance of any outstanding reimbursement obligations a Default or reduction or termination of the Aggregate Commitments, and that each payment by a Lender in respect thereofof such participations shall be made without any offset, abatement, withholding or reduction whatsoever.

Existing Letters of Credit. On the Closing Effective Date, each of the Existing Letters of Credit shall be deemed to have been issued as a Letter of Credit under this Agreement by the applicable Issuing Bank, and such Issuing Bank shall be deemed, without further action by any party hereto (including the delivery of a request for a Letter of Credit or any consent ofhereto, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3.9, (i) each Existing Letter of Credit issued by an Existing Issuing Lender hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be Letters of Credit issued under this Agreement, on behalf of the Borrower, and shall be subject to the terms and conditions hereof (including, without limitation Section 3.4(a)) as if each such Existing Letters of Credit were issued by the applicable Issuing Lender pursuant to this Agreement and (ii) each Existing Issuing Lender that has issued an Existing Letter of Credit shall be deemed to have granted to each L/C Participantof the Lenders, and each L/C Participant Lender shall be deemed deemed, without further action by any party hereto, to have acquired from such Existing Issuing LenderBank, a participation (on the terms and conditions of specified in this Section 3.4 hereof, for such L/C Participant’s own account and risk, an undivided participation interest 3.01) in such Existing Issuing Lender’s obligations and rights under each such Existing Letter of Credit equal to such L/C ParticipantLender’s Revolving Applicable Percentage thereof. Concurrently with such sale, the participations granted pursuant to the terms of (x) the outstanding amount available Existing JPMorgan Credit Agreement to the lenders party thereto shall be drawn under such automatically cancelled without further action by any of the parties hereto. Each Lender acknowledges and agrees that its obligation to acquire participations in Existing Letter Letters of Credit pursuant to this paragraph is absolute and (y) unconditional and shall not be affected by any circumstance whatsoever, including the aggregate amount occurrence and continuance of any outstanding reimbursement obligations a Default or reduction or termination of the Commitments, and that each payment by a Lender in respect thereofof such participations shall be made without any offset, abatement, withholding or reduction whatsoever.

Existing Letters of Credit. On the Closing Date, without further action by any party hereto (including the delivery of a request for a Letter of Credit or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3.9, (i) each Existing Letter of Credit issued by an Existing Issuing Lender hereunder shall become a Letter of Credit outstanding under this AgreementCredit, to the extent outstanding, shall be automatically and without further action by the parties thereto deemed to be converted into Letters of Credit issued under this Agreement, on behalf pursuant to Section 2.2 for the account of the Borrower, Obligors set forth on Schedule 2.2.4 and shall be subject to the terms provisions hereof, and conditions hereof for this purpose fees in respect thereof pursuant to Section 2.2.2(a) shall be payable (includingin substitution for any fees set forth in the applicable letter of credit reimbursement agreements or applications relating to such Existing Letters of Credit, without limitation except to the extent that such fees are also payable pursuant to Section 3.4(a2.2.2(a)) as if each such Existing Letters of Credit were had been issued by on the applicable Issuing Lender pursuant to this Agreement and Closing Date, (ii) the Lenders set forth on Schedule 2.2.4, or their designated Affiliates who are Issuing Banks, with respect to each Existing Issuing Lender that has issued an such Existing Letter of Credit shall be deemed to have granted be the Issuing Bank with respect to such Existing Letters of Credit, (iii) such Letters of Credit shall each L/C Participantbe included in the calculation of LC Obligations, and each L/C Participant (iv) all liabilities of the Obligors with respect to such Existing Letters of Credit shall constitute Obligations. No Existing Letter of Credit converted in accordance with this Section 2.2.4 shall be deemed to have acquired from such Existing Issuing Lenderamended, on extended or renewed except in accordance with the terms and conditions hereof. Notwithstanding the foregoing, the Obligors shall not be required to pay any additional issuance fees with respect to the issuance of Section 3.4 hereof, for such L/C Participant’s own account and risk, an undivided participation interest in such Existing Issuing Lender’s obligations and rights under each such Existing Letter of Credit equal solely as a result of such letter of credit being converted to such L/C Participant’s Revolving Percentage of (x) the outstanding amount available to be drawn under such Existing a Letter of Credit hereunder, it being understood that the fronting, participation and (yother fees set forth in Section 2.2.2(a) the aggregate amount shall otherwise apply to such Existing Letters of any outstanding reimbursement obligations in respect thereofCredit.

Existing Letters of Credit. On the Closing Effective Date, each of the Existing Letters of Credit shall be deemed to have been issued as a Letter of Credit under this Agreement by the applicable Issuing Bank, and such Issuing Bank shall be deemed, without further action by any party hereto (including the delivery of a request for a Letter of Credit or any consent ofhereto, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3.9, (i) each Existing Letter of Credit issued by an Existing Issuing Lender hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be Letters of Credit issued under this Agreement, on behalf of the Borrower, and shall be subject to the terms and conditions hereof (including, without limitation Section 3.4(a)) as if each such Existing Letters of Credit were issued by the applicable Issuing Lender pursuant to this Agreement and (ii) each Existing Issuing Lender that has issued an Existing Letter of Credit shall be deemed to have granted to each L/C Participantof the Revolving Lenders, and each L/C Participant Revolving Lender shall be deemed deemed, without further action by any party hereto, to have acquired from such Existing Issuing LenderBank, a participation (on the terms and conditions of specified in this Section 3.4 hereof, for such L/C Participant’s own account and risk, an undivided participation interest 2.04) in such Existing Issuing Lender’s obligations and rights under each such Existing Letter of Credit equal to such L/C ParticipantRevolving Lender’s Applicable Percentage thereof. Concurrently with such sale of participations, the participations granted pursuant to the terms of the Existing Credit Agreement to the lenders party thereto shall be automatically cancelled without further action by any of the parties hereto. Each Revolving Percentage of (x) the outstanding amount available Lender acknowledges and agrees that its obligation to be drawn under such acquire participations in Existing Letter Letters of Credit pursuant to this paragraph is absolute and (y) unconditional and shall not be affected by any circumstance whatsoever, including the aggregate amount occurrence and continuance of any outstanding reimbursement obligations a Default or reduction or termination of the Aggregate Revolving Commitments, and that each payment by a Revolving Lender in respect thereofof such participations shall be made without any offset, abatement, withholding or reduction whatsoever.

Existing Letters of Credit. On and after the Closing Date, without further action by any party hereto (including the delivery of a request for a Letter of Credit or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3.9, (i) each Existing Letter of Credit issued by an Existing Issuing Lender hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be Letters of Credit issued under this Agreement, on behalf of the Borrower, and shall be subject to the terms and conditions hereof (including, without limitation Section 3.4(a)) as if each such Existing Letters of Credit were issued by the applicable Issuing Lender pursuant to this Agreement and (ii) each Existing Issuing Lender that has issued an Existing Letter of Credit shall be deemed to have granted been issued by the applicable Existing Letter of Credit Issuer pursuant to the terms of this Agreement and shall constitute a Letter of Credit for all purposes hereof and under this Agreement and the other Loan Documents. Borrower agrees that it shall be liable with respect to any drawing made under any of the Existing Letters of Credit in accordance with this Section 2.02 and the other provisions of this Agreement. Each Existing Letter of Credit Issuer agrees that on and after the Closing Date (A) the fees applicable to each L/C ParticipantExisting Letter of Credit shall be the fees set forth in Section 2.09(b) hereof, and (B) any reimbursement agreement in effect with respect to each L/C Participant Existing Letter of Credit shall be deemed terminated and each Existing Letter of Credit shall be governed by and subject to have acquired from such Existing Issuing Lender, on the terms and conditions of Section 3.4 hereofthis Agreement, provided that Borrower or such other Company for such L/C Participant’s own account whose benefit any Existing Letter of Credit was issued shall, upon request of any Existing Letter of Credit Issuer, execute and risk, an undivided participation interest in such Existing Issuing Lender’s obligations and rights under each deliver to such Existing Letter of Credit equal to such L/C Participant’s Revolving Percentage Issuer a new application and agreement, being in the standard form of (x) the outstanding amount available to be drawn under such Existing Letter of Credit Issuer for such letters of credit, as amended to conform to the provisions of and (y) the aggregate amount to eliminate any inconsistencies with this Agreement if required by Agent, such Existing Letter of any outstanding reimbursement obligations in respect thereofCredit Issuer or Borrower.

Existing Letters of Credit. On the Closing Date, without further action by any party hereto (including the delivery of a request for a Letter of Credit or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3.9, (i) each Existing Letter of Credit, to the extent outstanding, shall be automatically and without further action by the parties thereto deemed converted into Letters of Credit issued by an pursuant to this Section 2.18 for the account of the Loan Parties set forth on Schedule 2.18(a) and subject to the provisions hereof, and for this purpose fees in respect thereof pursuant to Section 2.05(c) shall be payable (in substitution for any fees set forth in the applicable letter of credit reimbursement agreements or applications relating to such Existing Issuing Lender hereunder shall become a Letter Letters of Credit, except to the extent that such fees are also payable pursuant to Section 2.05(c)) as if such Existing Letters of Credit outstanding under this Agreement131 had been issued on the Closing Date, (ii) the Lenders set forth on Schedule 2.18(a), or their designated Affiliates who are eligible to be Issuing Banks, shall be deemed to be the Issuing Bank with respect to each such Existing Letter of Credit, (iii) such Letters of Credit issued under this Agreementshall each be included in the calculation of LC Exposure and U.S. LC Exposure or European LC Exposure, on behalf as applicable, and (iv) all liabilities of the Borrower, and shall be subject Loan Parties with respect to the terms and conditions hereof (including, without limitation Section 3.4(a)) as if each such Existing Letters of Credit were issued by shall constitute Obligations. Notwithstanding the applicable Issuing Lender pursuant foregoing, the Loan Parties shall not be required to this Agreement and (ii) each Existing Issuing Lender that has issued an Existing Letter pay any additional issuance fees with respect to the issuance of Credit shall be deemed to have granted each L/C Participant, and each L/C Participant shall be deemed to have acquired from such Existing Issuing Lender, on the terms and conditions of Section 3.4 hereof, for such L/C Participant’s own account and risk, an undivided participation interest in such Existing Issuing Lender’s obligations and rights under each such Existing Letter of Credit equal solely as a result of such letter of credit being converted to a Letter of Credit hereunder, it being understood that the fronting, participation and other fees set forth in Section 2.05(c) shall otherwise apply to such L/C Participant’s Revolving Percentage Existing Letters of (x) the outstanding amount available to be drawn under such Credit. No Existing Letter of Credit and converted in accordance with this clause (yf) shall be amended, extended or renewed except in accordance with the aggregate amount of any outstanding reimbursement obligations in respect thereofterms hereof.

Existing Letters of Credit. On the Closing Effective Date, the Existing Letters of Credit shall be deemed to have been issued as Letters of Credit under this Agreement by the Issuing Bank, and the Issuing Bank shall be deemed, without further action by any party hereto (including the delivery of a request for a Letter of Credit or any consent ofhereto, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3.9, (i) each Existing Letter of Credit issued by an Existing Issuing Lender hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be Letters of Credit issued under this Agreement, on behalf of the Borrower, and shall be subject to the terms and conditions hereof (including, without limitation Section 3.4(a)) as if each such Existing Letters of Credit were issued by the applicable Issuing Lender pursuant to this Agreement and (ii) each Existing Issuing Lender that has issued an Existing Letter of Credit shall be deemed to have granted to each L/C Participantof the Lenders, and each L/C Participant Lender shall be deemed deemed, without further action by any party hereto, to have acquired from such Existing the Issuing LenderBank, a participation (on the terms and conditions of specified in this Section 3.4 hereof, for such L/C Participant’s own account and risk, an undivided participation interest 3.01) in such Existing Issuing Lender’s obligations and rights under each such Existing Letter of Credit equal to such L/C ParticipantLender’s Revolving Applicable Percentage thereof. Concurrently with such sale, the participations granted pursuant to the terms of (x) the outstanding amount available Existing Credit Agreement to the lenders party thereto shall be drawn under such automatically cancelled without further action by any of the parties hereto. Each Lender acknowledges and agrees that its obligation to acquire participations in Existing Letter Letters of Credit pursuant to this paragraph is absolute and (y) unconditional and shall not be affected by any circumstance whatsoever, including the aggregate amount occurrence and continuance of any outstanding reimbursement obligations a Default or reduction or termination of the Commitments, and that each payment by a Lender in respect thereofof such participations shall be made without any offset, abatement, withholding or reduction whatsoever.

Existing Letters of Credit. On the Closing Date, without further action by any party hereto (including the delivery of a request for a Letter of Credit or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3.9, (ii1) each Existing Letter of Credit, to the extent outstanding, shall be automatically and without further action by the parties thereto deemed converted into Letters of Credit issued by an pursuant to this Section 2.18 for the account of the Loan Parties set forth on Schedule 2.18(a) and subject to the provisions hereof, and for this purpose fees in respect thereof pursuant to Section 2.05(c) shall be payable (in substitution for any fees set forth in the applicable letter of credit reimbursement agreements or applications relating to such Existing Issuing Lender hereunder shall become a Letter Letters of Credit, except to the extent that such fees are also payable pursuant to Section 2.05(c)) as if such Existing Letters of Credit outstanding under this Agreementhad been issued on the Closing Date, (ii2) the Lenders set forth on Schedule 2.18(a), or their designated Affiliates who are eligible to be Issuing Banks, shall be deemed to be the Issuing Bank with respect to each such Existing Letter of Credit, (iii3) such Letters of Credit issued under this Agreementshall each be included in the calculation of LC Exposure and U.S. LC Exposure or European LC Exposure, on behalf as applicable, and (iv4) all liabilities of the Borrower, and shall be subject Loan Parties with respect to the terms and conditions hereof (including, without limitation Section 3.4(a)) as if each such Existing Letters of Credit were issued by shall constitute Obligations. Notwithstanding the applicable Issuing Lender pursuant foregoing, the Loan Parties shall not be required to this Agreement and (ii) each Existing Issuing Lender that has issued an Existing Letter pay any additional issuance fees with respect to the issuance of Credit shall be deemed to have granted each L/C Participant, and each L/C Participant shall be deemed to have acquired from such Existing Issuing Lender, on the terms and conditions of Section 3.4 hereof, for such L/C Participant’s own account and risk, an undivided participation interest in such Existing Issuing Lender’s obligations and rights under each such Existing Letter of Credit equal solely as a result of such letter of credit being converted to a Letter of Credit hereunder, it being understood that the fronting, participation and other fees set forth in Section 2.05(c) shall otherwise apply to such L/C Participant’s Revolving Percentage Existing Letters of (x) the outstanding amount available to be drawn under such Credit. No Existing Letter of Credit and converted in accordance with this clause (yf) shall be amended, extended or renewed except in accordance with the aggregate amount of any outstanding reimbursement obligations in respect thereofterms hereof.

Existing Letters of Credit. On the Closing Date, without further action by any party hereto (including the delivery of a request for a Letter of Credit or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3.9Section3.9, (i) each Existing Letter of Credit issued by an Existing Issuing Lender hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be Letters of Credit issued under this Agreement, on behalf of the Borrower, and shall be subject to the terms and conditions hereof (including, without limitation Section 3.4(a)) as if each such Existing Letters of Credit were issued by the applicable Issuing Lender pursuant to this Agreement and (ii) each Existing Issuing Lender that has issued an Existing Letter of Credit shall be deemed to have granted each L/C Participant, and each L/C Participant shall be deemed to have acquired from such Existing Issuing Lender, on the terms and conditions of Section 3.4 hereof, for such L/C Participant’s own account and risk, an undivided participation interest in such Existing Issuing Lender’s obligations and rights under each such Existing Letter of Credit equal to such L/C Participant’s Revolving Percentage of (x) the outstanding amount available to be drawn under such Existing Letter of Credit and (y) the aggregate amount of any outstanding reimbursement obligations in respect thereof.

Existing Letters of Credit. On the Closing Date, without further action by any party The parties hereto (including the delivery of a request for a Letter of Credit or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3.9, (i) agree that each Existing Letter of Credit issued by an Existing Issuing Lender hereunder shall become a Letter of Credit outstanding under this Agreement, shall will be deemed to be Letters of Credit treated as if it had been originally issued under this Agreement, on behalf and as of the Borrower, and shall be subject to the terms and conditions hereof (including, without limitation Section 3.4(a)) as if Restatement Effective Date each such Existing Letters of Credit were issued by the applicable Issuing Lender pursuant to this Agreement and (ii) each Existing Issuing Lender that has issued an Existing Letter of Credit shall be deemed to have granted each L/C Participantbe a Letter of Credit for all purposes hereunder and under the other Credit Documents. Specifically, and without limitation of the foregoing or the other provisions of this Article, (i) the Stated Amount of each L/C Participant shall be deemed to have acquired from such Existing Issuing Lender, on the terms and conditions of Section 3.4 hereof, for such L/C Participant’s own account and risk, an undivided participation interest in such Existing Issuing Lender’s obligations and rights under each such Existing Letter of Credit equal to such L/C Participant’s Revolving Percentage of (x) Credit, for so long as the outstanding amount available to same shall be drawn under such Existing Letter of Credit and outstanding, shall be included in calculating (y) the limit set forth in clause (ii) of SECTION 3.1(A) and (z) the aggregate amount Letter of any outstanding reimbursement Credit Exposure, (ii) each Lender hereby absolutely and unconditionally agrees to pay to the Issuing Lender, in accordance with SECTION 3.5, such Lender's pro rata share of each payment made by the Issuing Lender under each Existing Letter of Credit, together with interest in accordance with SECTION 3.5, and (iii) with respect to each Existing Letter of Credit, the Issuing Lender shall have the benefit of all agreements, covenants and indemnities of the Issuing Lender set forth in this Agreement and shall comply with all agreements and obligations in respect thereofset forth herein that bind the Issuing Lender, insofar as the same apply to Letters of Credit generally.

Existing Letters of Credit. On the Closing Effective Date, each of the Existing Letters of Credit shall be deemed to have been issued as a Letter of Credit under this Agreement by the applicable Issuing Bank, and such Issuing Bank shall be deemed, without further action by any party hereto (including the delivery of a request for a Letter of Credit or any consent ofhereto, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3.9, (i) each Existing Letter of Credit issued by an Existing Issuing Lender hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be Letters of Credit issued under this Agreement, on behalf of the Borrower, and shall be subject to the terms and conditions hereof (including, without limitation Section 3.4(a)) as if each such Existing Letters of Credit were issued by the applicable Issuing Lender pursuant to this Agreement and (ii) each Existing Issuing Lender that has issued an Existing Letter of Credit shall be deemed to have granted to each L/C Participantof the Lenders, and each L/C Participant Lender shall be deemed deemed, without further action by any party hereto, to have acquired from such Existing Issuing LenderBank, a participation (on the terms and conditions of specified in this Section 3.4 hereof, for such L/C Participant’s own account and risk, an undivided participation interest 2.06) in such Existing Issuing Lender’s obligations and rights under each such Existing Letter of Credit equal to such L/C ParticipantLender’s Revolving Applicable Percentage thereof. 30 Concurrently with such sale of (x) participations, the outstanding amount available participations granted pursuant to the terms of the Existing Credit Agreement to the lenders party thereto shall be drawn under such automatically cancelled without further action by any of the parties hereto. Each Lender acknowledges and agrees that its obligation to acquire participations in Existing Letter Letters of Credit pursuant to this paragraph is absolute and (y) unconditional and shall not be affected by any circumstance whatsoever, including the aggregate amount occurrence and continuance of any outstanding reimbursement obligations a Default or reduction or termination of the Aggregate Commitment, and that each payment by a Lender in respect thereofof such participations shall be made without any offset, abatement, withholding or reduction whatsoever.