Common use of The Letter of Credit Commitment Clause in Contracts

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken or any Subsidiary in Dollars or any Committed Currency, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiary; provided that the L/C Issuer shall not 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, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timken’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of Timken the Parent Borrower (or any Restricted Subsidiary so long as the Parent Borrower is a joint and several co-applicant, and references to the “Parent Borrower” in Dollars or any Committed Currency, this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Parent Borrower; provided that 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 if, as of the date of such L/C Credit Extension, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Loans, would exceed such Lender’s Commitment, Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Parent Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each the Existing Letter Letters of Credit shall be deemed to have been issued hereunder hereunder, and each Lender shall thereupon acquire a participation interest therein in accordance with its Revolving Proportionate Share and the terms of this Section. The 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 L/C Issuer. Subject to the terms and conditions hereof. On the terms and subject to the conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.02, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of Timken a Borrower in support of the obligations of such Borrower or any Subsidiary in Dollars or any Committed Currencyother Loan Party, 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 drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken a Borrower in support of the obligations of such Borrower or any Subsidiaryother Loan Party; provided that 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 in, any Letter of Credit if as of the date of such L/C Credit Extension, (wx) the Total Outstandings Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate CommitmentsTotal Revolving Loan Commitment at such time, (xy) the aggregate Outstanding Effective Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Revolving Proportionate Share of the Outstanding Effective Amount of all L/C Obligations, plus such Lender’s Pro Rata Revolving Proportionate Share of the Outstanding Effective Amount of all Swing Line Loans would exceed such Lender’s Revolving Loan Commitment, or (yz) the Outstanding Effective Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Letter of Credit Extension shall be deemed in a form acceptable to be a representation by Timken that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceIssuer. Within the foregoing limits, and subject to the terms and conditions hereof, Timken’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken or any Subsidiary in Dollars or any Committed Currencythe Borrower, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and subSection (2b) to honor drafts under the Letters of Creditbelow; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower; provided that the no L/C Issuer shall not be obligated to make any L/C Credit Extension that would result in the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by such L/C Issuer to exceed such L/C Issuer’s L/C Issuance Limit; and provided further that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (wx) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (xy) the aggregate Outstanding Amount of the Committed Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Revolving Lender’s Revolving Commitment, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken the Borrower or any Subsidiary in Dollars or any Committed Currency, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken the Borrower or any Subsidiary; provided that the L/C Issuer shall not 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, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken the Borrower for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of Timken the Borrower (or any Restricted Subsidiary so long as the Borrower is a joint and several co-applicant, and references to the “Borrower” in Dollars or any Committed Currency, this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower; provided that 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 if, as of the date of such L/C Credit Extension, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Loans, would exceed such Lender’s Commitment, Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an ; provided further that immediately after each L/C Credit Extension (except to the extent the Borrower has Cash Collateralized all Letters of Credit to at least 103% of their maximum stated amount), the Borrower shall be deemed to be a representation by Timken that the L/C Credit Extension so requested complies in Pro Forma Compliance with the conditions covenant set forth in Section 7.10 for the proviso to the preceding sentenceperiod then in effect. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, Date to issue Letters of Credit at sight denominated in any Approved Currency for the account of Timken the Borrower or any Restricted Subsidiary in Dollars or any Committed Currency, of the Borrower and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed pursuant to have been issued) for the account of Timken or any Subsidiarythis Section 2.03; provided that the no 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, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to be issued hereunder in the name of the Borrower for the benefit of the Borrower or Subsidiary of the Borrower in whose name such Existing Letter of Credit is outstanding immediately prior to the Closing Date and shall constitute Letters of Credit subject to the terms hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders and the Borrower and the Guarantors set forth in this Section 2.032.03 and elsewhere in the Loan Documents and subject to the conditions precedent set forth in Section 4.02, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateDate applicable to such L/C Issuer, to issue Letters of Credit at the request of and for the account of Timken the Borrower or any Subsidiary in Dollars or any Committed Currencyits Restricted 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 drafts or other demands for payment presented under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken the Borrower or any Subsidiaryits Restricted Subsidiaries; provided that the no 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, (wv) the Total Revolving Credit Outstandings would exceed the Aggregate Commitmentsaggregate Revolving Credit Commitments of all Revolving Credit Lenders, (xw) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, Lender plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Obligations would exceed such Lender’s Revolving Credit Commitment, (yx) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, (y) the face amount of Letters of Credit issued by such L/C Issuer would exceed the Applicable L/C Sublimit and of such L/C Issuer, or (z) the Outstanding Amount of all L/C Obligations denominated conditions precedent set forth in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an Section 4.02 are not satisfied with respect to such L/C Credit Extension shall be deemed to be a representation by Timken that as of the date of such L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceExtension. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Borrower may, in its discretion, select which L/C Issuer is to issue any particular Letter of Credit, subject to the Applicable L/C Sublimit of each L/C Issuer. Upon the Maturity Date of any Class of Revolving Credit Commitments, the Applicable L/C Sublimit of each L/C Issuer shall be reduced on a pro rata basis with that of each other L/C Issuer to the extent the Applicable L/C Sublimits collectively exceed the amount of the remaining Revolving Credit Commitments after any such Maturity Date. Notwithstanding anything to the contrary herein, in no event may the Applicable L/C Sublimit of any L/C Issuer be increased under this Agreement without the consent of such L/C Issuer. If the Maturity Date in respect of any Class of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (i) if one or more other Classes of Revolving Credit Commitments in respect of which the Maturity Date shall not have so occurred are then in effect, the Revolving Credit Lenders holding Revolving Credit Commitments under such non-maturing Classes shall be required to purchase ratable participations in such Letter of Credit to cover the participations of the Revolving Credit Lenders under such maturing Class up to an aggregate amount not to exceed the aggregate amount of the unutilized Revolving Credit Commitments under such non-maturing Classes at such time and (ii) to the extent not fully reallocated pursuant to the immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit. If the Borrower is required to Cash Collateralize any Letter of Credit as provided in the immediately preceding sentence and fails to do so, such Letter of Credit will be deemed to be drawn and the provisions of Section 2.03(c), including the provisions relating to a request for a Revolving Credit Borrowing and the funding of Lenders’ participations, will be applicable as if such Letter of Credit were drawn.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer of a Tranche of the Revolving Credit Facility agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars under the Dollar Tranche or in Dollars or an Alternative Currency under the Multicurrency Tranche for the account of Timken the Lux Borrower or any Restricted Subsidiary in Dollars (provided that the Borrowers hereby irrevocably agree to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any other Borrower or any Committed Currency, Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders under any Tranche severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken the Lux Borrower or any Restricted Subsidiary; provided that the no 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 Credit, if as of the date of such L/C Credit Extension, Extension (wx) the Total Revolving Credit Outstandings would exceed the Aggregate CommitmentsRevolving Credit Facility, (xy) the aggregate Outstanding Amount of the Revolving Credit Loans of any LenderLender under the applicable Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C ObligationsObligations under such Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans under such Tranche would exceed such Lender’s Commitment, Revolving Credit Commitment under such Tranche or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timken’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the earlier to occur of the Letter of Credit Expiration DateDate or the termination of the Availability Period, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies at the request of the Borrower Agent for the account of Timken the Company, any other Borrower or any Restricted Subsidiary in Dollars or any Committed Currency, 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 drafts under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken the Company, any other Borrower or any SubsidiaryRestricted Subsidiary and any drawings thereunder; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Credit Extension, (wA) the Total Outstandings would exceed the Aggregate Commitments, (xB) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Revolving Lender’s Revolving Credit Commitment, and (yC) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken the Borrower Agent for an L/C the issuance or amendment of a Letter of Credit Extension shall be deemed to be a representation by Timken the Borrower Agent 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, Timken’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken or any Subsidiary in Dollars or any Committed Currencythe Borrower, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and subsection (2b) to honor drafts under the Letters of Creditbelow; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower; provided that the no L/C Issuer shall not be obligated to make any L/C Credit Extension that would result in the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by such L/C Issuer to exceed such L/C Issuer’s L/C Issuance Limit; and provided further that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (wx) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (xy) the aggregate Outstanding Amount of the Committed Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Revolving Lender’s Revolving Commitment, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and Sublimit. In addition, at the request of the Borrower, an L/C Issuer may, in its sole discretion, agree to issue, amend, renew or extend Letters of Credit in excess of its L/C Issuance Limit, provided, however, after giving effect to any such issuance, amendment, renewal or extension, (zx) the Outstanding Amount of all the L/C Obligations denominated in a Committed Currency would shall not exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Letter of Credit Extension Sublimit and (y) the Total Revolving Outstandings shall be deemed to be a representation by Timken that not exceed the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceAggregate Revolving Commitments. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Escrow Release Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of Timken the Borrower (or any Restricted Subsidiary so long as the Borrower is a joint and several co-applicant, and references to the “Borrower” in Dollars or any Committed Currency, this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower; provided that 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 if, as of the date of such L/C Credit Extension, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Loans, would exceed such Lender’s Commitment, Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. On and after the Escrow Release Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for all purposes of this Agreement and the other Loan Documents and for all purposes hereof will be deemed to have been issued on the Escrow Release Date.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period on and from the Closing Date until five (5) Business Days prior to the Letter of Maturity Date for Revolving Credit Expiration Date, Commitments to issue Letters of Credit at sight denominated in Dollars (or in the sole discretion of the Administrative Agent and the applicable L/C Issuer, any other currency acceptable to the Administrative Agent and such L/C Issuer) for the account of Timken Holdings, the Borrower or any Restricted Subsidiary in Dollars or (provided that any Committed Currency, Letter of 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(b), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed pursuant to have been issued) for the account of Timken or any Subsidiarythis Section 2.03; provided that the no 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, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Revolving Credit Lender would exceed such Lender’s Commitment, Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the aggregate Letter of Credit Sublimit and (z) the Outstanding Amount of for all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceIssuers. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything herein to the contrary, the Existing Letters of Credit shall be deemed to be Letters of Credit issued hereunder for all purposes of this Agreement and the other Loan Documents.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of Timken the Borrower or any Subsidiary in Dollars or any Committed Currencycertain 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 drafts drawings under the Letters Letter of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or the Borrower and any Subsidiarydrawings thereunder; provided that 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, (wx) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (xy) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Revolving Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Commitment, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken the Borrower for an L/C the issuance or amendment of a Letter of Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth hereinherein and in any agreement entered into between Borrower and the applicable L/C Issuer, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, Date to issue Letters of Credit at sight denominated in any Approved Currency for the account of Timken the Borrower or any Subsidiary in Dollars or any Committed Currency, of the Borrower and to amend amend, renew or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed pursuant to have been issued) for the account of Timken or any Subsidiarythis Section 2.03; provided that the no 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, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Revolving Credit Lender would exceed such Lender’s Commitment, Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. In addition, (x) the face amount of outstanding Letters of Credit issued by any L/C Issuer shall not exceed such L/C Issuer’s Applicable L/C Fronting Sublimit and (zy) in the Outstanding Amount case of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Revolving Credit Extension shall be deemed to be a representation by Timken that Lender acting as the L/C Issuer with respect to any Letter of Credit, unless such Revolving Credit Extension so requested complies with Lender shall agree otherwise in its sole discretion, such Revolving Credit Lender’s Revolving Credit Exposure plus (without duplication) the conditions set forth in the proviso to the preceding sentenceaggregate face amount of outstanding Letters of Credit issued by such L/C Issuer shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Initial 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 Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or an Alternate Currency for the account of Timken or any Subsidiary in Dollars or any Committed Currency, the Borrower 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 drafts under the Letters of Credit; and (B) the Initial Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower; provided that the no L/C Issuer shall not make be obligated to issue any L/C Credit Extension with respect to any commercial 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, (w) the Total Revolving Outstandings with respect to the Initial Revolving Credit Facility would exceed the Aggregate aggregate Initial Revolving Credit Commitments, (x) the aggregate Outstanding Amount of the Loans Revolving Outstandings of any Lender, plus such Lender’s Pro Rata Share of Lender under the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Initial Revolving Credit Facility would exceed such LenderXxxxxx’s Initial Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and or (z) the Outstanding Amount of all the L/C Obligations denominated in a Committed Currency would exceed the Committed with respect to Letters of Credit issued by such L/C Currency Sublimit. Each request by Timken for an Issuer would exceed such L/C Credit Extension shall be deemed to be a representation by Timken that the Issuer’s L/C Credit Extension so requested complies with Commitment (in each case, taking the conditions set forth Dollar Equivalent of all amounts in the proviso to the preceding sentencean Alternate Currency). Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.. (ii) 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 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 Closing Date, or shall impose upon such L/C Issuer any 79

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken or any Subsidiary in Dollars or any Committed Currencythe Borrower, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and subsection (2b) to honor drafts under the Letters of Creditbelow; and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower; provided that the no L/C Issuer shall not be obligated to make any L/C Credit Extension that would result in the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by such L/C Issuer to exceed such L/C Issuer’s L/C Issuance Limit; and provided further that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (wx) the Total Outstandings would exceed the Aggregate Commitments, (xy) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Commitment, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and Sublimit. In addition, at the request of the Borrower, an L/C Issuer may, in its sole discretion, agree to issue, amend, renew or extend Letters of Credit in excess of its L/C Issuance Limit, provided, however, after giving effect to any such issuance, amendment, renewal or extension, (zx) the Outstanding Amount of all the L/C Obligations denominated in a Committed Currency would shall not exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Letter of Credit Extension Sublimit and (y) the Total Outstandings shall be deemed to be a representation by Timken that not exceed the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceAggregate Commitments. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of Timken any Revolving Credit Borrower (or any other Borrower or Restricted Subsidiary so long as a Revolving Credit Borrower is a joint and several co-applicant, and references to a “Borrower” in Dollars this Section 2.03 shall be deemed to include reference to such other Borrower or any Committed Currency, Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any SubsidiaryRevolving Credit Borrower; provided that 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 if, as of the date of such L/C Credit Extension, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Loans, would exceed such Lender’s Commitment, Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkeneach Revolving Credit Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken each Revolving Credit Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until no later than thirty (30) days prior to the Letter Latest Maturity Date of the Revolving Credit Expiration DateFacility, to issue Letters of Credit for the account of Timken the Borrower or any Subsidiary in Dollars or (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Committed Currency, Letters of Credit issued for the account of any other Subsidiary on a joint and several basis with such Subsidiary and any Letter of Credit issued for the account of a Subsidiary that is not a Loan Party shall be subject to receipt of such “know your customer” documentation as may be requested by the applicable L/C Issuer) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts drawings under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken the Borrower or any Subsidiary; provided that the no 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 Credit, if as of the date of and after giving effect to such L/C Credit Extension, Extension (wx) the Total Revolving Credit Outstandings would exceed the Aggregate Commitmentsaggregate Revolving Credit Facility, (xy) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share (under the aggregate Revolving Credit Facility) of the Outstanding Amount of all L/C Obligations, plus such Lender’s Obligations and Pro Rata Share (under the aggregate Revolving Credit Facility) of the Outstanding Amount of all Swing Line Swingline Loans would exceed such Lender’s Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Revolving Credit Sublimit and Commitment or (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Letter of Credit Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until 30 days prior to the Letter of Revolving Credit Expiration DateMaturity Date (or, if such day is not a Business Day, the next preceding Business Day), to issue Letters of Credit for the account of Timken or any Subsidiary in Dollars or any Committed Currencythe Borrower, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken the Borrower or any Subsidiaryof its Wholly-Owned Consolidated Subsidiaries; provided that 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, (wx) the Total Outstandings would exceed the Aggregate Total Revolving Credit Commitments, (xy) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) Sublimit; provided further that upon the Outstanding Amount resignation of all Credit Suisse as L/C Obligations denominated Issuer, Credit Suisse shall have no obligation hereunder to issue any new Letter of Credit or to extend or renew any existing Letter of Credit under this Agreement, and all Letters of Credit issued by Credit Suisse for the account of the Borrower or its Wholly-Owned Consolidated Subsidiaries hereunder shall either be replaced or, if acceptable to Credit Suisse in a Committed Currency would exceed the Committed L/C Currency Sublimitits sole discretion, backstopped with Letters of Credit issued hereunder or fully Cash Collateralized no later than thirty (30) days following such resignation. Each request by Timken the Borrower for an L/C the issuance or amendment of a Letter of Credit Extension shall be deemed to be a representation by Timken the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso to in the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken or any Subsidiary in Dollars or any Committed Currency, the Borrower and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower; provided provided, that the no 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, (wx) the Total Outstandings would exceed the Aggregate Commitments, (xy) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Sublimit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of Timken or any Subsidiary in Dollars or any Committed Currencythe Borrower, 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 drafts drawings under the Letters of Credit; provided that, in no event shall Xxxxxxx Xxxxx Bank USA, Xxxxxx Xxxxxxx Bank, N.A. or any of their respective Affiliates be required to issue commercial Letters of Credit hereunder; provided further that, for the avoidance of doubt, each of Xxxxxxx Xxxxx Bank USA and Xxxxxx Xxxxxxx Bank, N.A. may be required to issue standby Letters of Credit hereunder; and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or the Borrower and any Subsidiarydrawings thereunder; provided that the L/C Issuer shall not make after giving effect to 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, (w) the Total Outstandings would shall not exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would shall not exceed such Lender’s Commitment, (y) the sum of the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit Obligations, and (z) the Outstanding Amount of all such L/C Issuer’s L/C Obligations denominated in a Committed Currency would shall not exceed the Committed such L/C Currency SublimitIssuer’s L/C Issuer Commitment unless such L/C Issuer agrees otherwise in writing with the Borrower. Each request by Timken the Borrower for an L/C the issuance or amendment of a Letter of Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired with no pending drawings remaining or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the day that is seven days prior to the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken or any Subsidiary in Dollars or any Committed Currency, the Borrower 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 drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower; provided that the an 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, (wx) the Total Outstandings would exceed the Aggregate Commitments, (xy) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Commitment, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter under Letters of Credit Sublimit and (z) the Outstanding Amount of all issued by such L/C Obligations denominated in a Committed Currency Issuer would exceed the Committed such L/C Currency SublimitIssuer’s L/C Issuer Commitment. Each request by Timken the Borrower for an L/C the issuance or amendment of a Letter of Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Letters of Credit shall be standby letters of credit issued to support the payment or performance obligations of the Borrower or its Restricted Subsidiaries. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of Timken the Borrower, any Restricted Subsidiary or any Permitted Joint Venture (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of the Borrower, any Restricted Subsidiary in Dollars or any Committed Currency, Permitted Joint Venture on a joint and several basis with such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drafts conforming drawings under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken the Borrower, any Restricted Subsidiary or any SubsidiaryPermitted Joint Venture; provided that the no 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 Credit, if as of the date of such L/C Credit Extension, (w) the Total Outstandings would exceed the Aggregate Commitments, Extension (x) the aggregate Outstanding Amount Revolving Credit Exposure of the Loans of any Lender, plus such LenderLender would exceed such Xxxxxx’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s CommitmentRevolving Credit Commitments, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and or (z) the Outstanding Amount of all the L/C Obligations denominated in a Committed Currency would exceed the Committed owed to any L/C Currency Sublimit. Each request by Timken for an Issuer would exceed such L/C Credit Extension shall be deemed to be a representation by Timken that the Issuer’s L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceIssuer Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.the

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of Timken the Borrower (or any Restricted Subsidiary so long as the Borrower is a joint and several co-applicant, and references to the “Borrower” in Dollars or any Committed Currency, this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower; provided that the no 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 if, as of the date of such L/C Credit Extension, (wv) the Total Outstandings Outstanding Amount of the L/C Obligations would exceed the Aggregate Commitmentsaggregate Letter of Credit Sublimit, (xw) with respect to any Lender, the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Loans, would exceed such Lender’s Revolving Credit Commitment, (yx) with respect to any L/C Issuer or Lender, the Outstanding Amount of the L/C Obligations would exceed the such L/C Issuer’s Letter of Credit Sublimit Sublimit, (y) with respect to any L/C Issuer, the aggregate Outstanding Amount of the Swing Line Loans, Letters of Credit and Revolving Credit Loans outstanding issued by such L/C Issuer would exceed such L/C Issuer’s Revolving Credit Commitment or (z) the aggregate Outstanding Amount of all the Revolving Credit Loans, the L/C Obligations denominated in a Committed Currency and Swing Line Loans would exceed the Committed L/C Currency Sublimit. Each request by Timken for an aggregate Revolving Credit Commitments then in effect; provided, further, that immediately after each L/C Credit Extension (except to the extent the Borrower has Cash Collateralized all Letters of Credit to at least 103% of their maximum stated amount), the Borrower shall be deemed to be a representation by Timken that the L/C Credit Extension so requested complies in Pro Forma Compliance with the conditions covenant set forth in Section 7.10 for the proviso to the preceding sentenceperiod then in effect. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken the Borrower or any Restricted Subsidiary in Dollars or of the Borrower (provided that the Borrower hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any Committed Currency, Letters of Credit issued for the account of Restricted Subsidiaries) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken the Borrower or any such Restricted Subsidiary; provided that the no 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 Credit, if as of the date of such L/C Credit Extension, (wx) the Total Outstandings would exceed the Aggregate Commitments, (xy) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit Sublimit; and (z) the Outstanding Amount of all provided, further, that no L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an Issuer shall be obligated to make any L/C Credit Extension shall be deemed with respect to be a representation by Timken that any Letter of Credit if and to the extent as of the date of such L/C Credit Extension so requested complies with the conditions set forth Outstanding Amount of the L/C Obligations in the proviso to the preceding sentencerespect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s Individual Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken or any Subsidiary in Dollars or any Committed Currency, the Borrower and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower; provided that the no L/C Issuer shall not 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, (w) the Total Outstandings Administrative Agent shall not have received a copy of the Letter of Credit Application for such L/C Credit Extension and such L/C Issuer shall not have obtained confirmation from the Administrative Agent that such L/C Credit Extension is permitted hereunder, (x) the Outstanding Amount of all L/C Obligations and all Loans would exceed the Aggregate Commitments, (xy) the aggregate Outstanding Amount of the Loans of any Lender, Lender plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Obligations would exceed such Lender’s Commitment, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.. The Existing Letters of Credit shall be deemed to be Letters of Credit issued hereunder. 15 $250,000,000 Amended and Restated Five-Year Credit Agreement

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken the Borrower or any Subsidiary in Dollars or any Committed Currency, the other Loan Parties and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken the Borrower or the other Loan Parties and any Subsidiarydrawings thereunder; provided provided, that the no 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 if, as of the date of such L/C Credit Extension, (wx) the Total Outstandings would exceed the Aggregate CommitmentsLoan Cap, (xy) the aggregate Outstanding Amount and after giving effect thereto, each of the Revolvingapplicable Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Commitment, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension SublimitExtension Conditions shall not be deemed to be a representation by Timken that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentencesatisfied. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken the Borrower or any Subsidiary in Dollars or any Committed CurrencySubsidiary, 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 drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower; provided that 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, (wx) the Total Outstandings would exceed the Aggregate Commitments, (xy) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s 's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s 's Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s 's Commitment, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timken’s the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Each Letter of Credit Application shall be prepared and signed by the Borrower; provided, however, that the Borrower shall be permitted to designate any Subsidiary or other third party as the account party for the requested Letter of Credit, although, notwithstanding such designation, the Company shall be the actual account party for all purposes of this Agreement for such Letters of Credit and such designation shall not affect the Borrower's reimbursement obligations hereunder with respect to such Letter of Credit.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer each Fronting Bank agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateAvailability Period, to issue Fronted Letters of Credit denominated in Dollars for the account of Timken or any Subsidiary in Dollars or any Committed CurrencyLoan Party, and to amend or renew extend Fronted Letters of Credit previously issued by it, in accordance with Section 2.03(bsubsection (b) below but in each case solely to the extent it has separately and in its sole discretion agreed with the Borrower to do so, and (2) to honor drawings under such Fronted Letters of Credit; and the Lenders severally agree to participate in Fronted Letters of Credit issued for the account of any Loan Party and any drawings thereunder; and (B) each Lender severally agrees, (1) from time to time on any Business Day during the Availability Period, to issue, extend and renew in such Lender’s Applicable Percentage under the Revolving Credit Facility, Several Letters of Credit denominated in Dollars at the request of and for the account of any Loan Party, in accordance with subsection (b) below (except such Letters of Credit as to which it has advised the Administrative Agent and, if applicable, the L/C Administrator that it is a Participating Bank), and (2) to honor drafts its Applicable Percentage of drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Several Letters of Credit issued and each Fronting Bank who has agreed to front for a Participating Bank under Several Letters of Credit hereby agrees that it shall be severally (or deemed and not jointly) liable for an amount equal to have been issued) for its Applicable Percentage under the account Revolving Credit Facility plus such Participating Bank’s Applicable Percentage under each Several Letter of Timken or Credit and each Participating Bank hereby agrees to purchase a risk participation in the obligations of the relevant Fronting Bank under any Subsidiarysuch Several Letter of Credit in an amount equal to such Participating Bank’s Applicable Percentage under the Revolving Credit Facility; provided that the L/C Issuer shall not make after giving effect to any L/C Credit Extension with respect to any Letter of Credit, and no Lender (v) the Total Revolving Outstandings shall be obligated to participate in any Letter of Credit if as of not exceed the date of such L/C Credit ExtensionAggregate Revolving Commitments, (w) the Total Outstandings would aggregate Outstanding Amount of the Revolving Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed the Aggregate Commitmentssuch Lender’s Revolving Commitment, (x) the aggregate Outstanding Amount of the Revolving Loans of any the Swing Line Lender, plus such the Swing Line Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would shall not exceed such the Swing Line Lender’s Revolving Commitment, (y) the Secured L/C Obligations shall not exceed the Borrowing Base, and (z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken any Loan Party for an L/C the issuance or amendment of a Letter of Credit Extension shall be deemed to be a representation by Timken such Loan Party 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, Timken’s the Loan Parties’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Loan Parties may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit L/C Expiration Date, to issue Letters of Credit for the account of Timken or any Subsidiary in Dollars or any Committed CurrencyBorrower, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or Borrower and any Subsidiarydrawings thereunder; provided that the L/C Issuer shall not make after giving effect to 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, (wx) the Total Outstandings would of Letters of Credit, Revolving Loans and Swing Line Loans shall not exceed the Aggregate Revolving Commitments, (xy) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share Applicable Percentage for Revolving Loans of the Outstanding Amount of all L/C Obligations, Obligations plus such Lender’s Pro Rata Share Applicable Percentage for Revolving Loans of the Outstanding Amount of all Swing Line Loans would shall not exceed such Lender’s Revolving Commitment, and (yz) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken Borrower for an L/C the issuance or amendment of a Letter of Credit Extension shall be deemed to be a representation by Timken 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, TimkenBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On and after the Closing Date, each Date the Existing Letter Letters of Credit shall will constitute Letters of Credit under this Agreement and for purposes hereof (i) Existing Letters of Credit denominated in Dollars will be deemed to have been issued hereunder by under the L/C IssuerDollar Tranche and (ii) Existing Letters of Credit denominated in any Alternative Currency will be deemed to have been issued under the Multicurrency Tranche, in each case on the Closing Date. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer of a Tranche of the Revolving Credit Facility agrees, in reliance upon the agreements of the other Revolving Credit Lenders of such Tranche set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit under the Dollar Tranche or the Multicurrency Tranche for the account of Timken any Borrower Party (provided that the Borrowers hereby irrevocably agree to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any other Borrower or any Subsidiary in Dollars or any Committed Currency, Borrower Party on a joint and several basis with such Borrower Party) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders under any Tranche severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any SubsidiaryBorrower Party; provided that the no 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 Credit, if as of the date of such L/C Credit Extension, Extension (w) the Outstanding Amount of such L/C Issuer’s L/C Obligation would exceed its L/C Commitment (unless otherwise agreed by the applicable L/C Issuer in its sole discretion), (x) the Total Revolving Credit Outstandings would exceed the Aggregate CommitmentsRevolving Credit Facility, (xy) the aggregate Outstanding Amount of the Revolving Credit Loans of any LenderLender under the applicable Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C ObligationsObligations under such Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans under such Tranche would exceed such Lender’s Commitment, Revolving Credit Commitment under such Tranche or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timken’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each the Existing Letter Letters of Credit shall be deemed to have been issued hereunder hereunder, and each Revolving Lender shall thereupon acquire a participation interest therein in accordance with its Revolving Proportionate Share and the terms of this Section 2.02. The 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 L/C Issuer. Subject to the terms and conditions hereof. On the terms and subject to the conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.02, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of Timken the Borrower in support of the obligations of the Borrower or any Subsidiary in Dollars or any Committed Currencyother Loan Party, 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 drafts under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken the Borrower in support of the obligations of the Borrower or any Subsidiaryother Loan Party; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in in, any Letter of Credit if as of the date of such L/C Credit Extension, (wx) the Total Outstandings Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate CommitmentsTotal Revolving Loan Commitment at such time, (xy) the aggregate Outstanding Effective Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata 's Revolving Proportionate Share of the Outstanding Effective Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata 's Revolving Proportionate Share of the Outstanding Effective Amount of all Swing Line Loans would exceed such Revolving Lender’s 's Revolving Loan Commitment, or (yz) the Outstanding Effective Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Letter of Credit Extension shall be deemed in a form acceptable to be a representation by Timken that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceIssuer. Within the foregoing limits, and subject to the terms and conditions hereof, Timken’s the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, Euros or Sterling for the account of Timken the Borrower (or any Restricted Subsidiary so long as the Borrower is a joint and several co-applicant, and references to a “Borrower” in Dollars or any Committed Currency, this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower; provided that 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 if, as of the date of such L/C Credit Extension, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Dollar Amount of Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Dollar Amount of Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Loans, would exceed such Lender’s Revolving Credit Commitment, (yx) the Dollar Amount of Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, (y) the aggregate Dollar Amount of Euro Revolving Credit Loans and L/C Obligations in respect of Euro Letters of Credit would exceed the Euro Sublimit and or (z) the Outstanding aggregate Dollar Amount of all Sterling Revolving Credit Loans and L/C Obligations denominated in a Committed Currency respect of Sterling Letters of Credit would exceed the Committed L/C Currency Sterling Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof; provided that to the extent any Existing Letter of Credit was issued by a Person that is not a party to this Agreement, the obligations of the Borrower to the L/C Issuer under this Section 2.03 in respect of such Existing Letter of Credit shall instead be obligations of the Borrower to such Person, and such Person shall be entitled to all the rights, remedies and protections set forth in this Agreement and the other Loan Documents in respect of such Existing Letter of Credit as though it were the L/C Issuer. AMERICAS/2023410772.1 2023410772.9 86 Credit Agreement

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject terms and subject to the terms and conditions set forth hereinherein (including Section 2.02(a)(ii)), (A) the L/C Issuer agreesshall, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.032.02, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of Timken a Borrower in support of the obligations of such Borrower or any Subsidiary in Dollars or any Committed Currencyother Loan Party, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)2.02(b) below, and (2) to shall honor drafts under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken a Borrower in support of the obligations of such Borrower or any Subsidiaryother Loan Party; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in in, any Letter of Credit if as of the date of such L/C Credit Extension, (wx) the Total Outstandings Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate CommitmentsTotal Revolving Loan Commitment at such time, (xy) the aggregate Outstanding Effective Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Proportionate Share of the Outstanding Effective Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Revolving Proportionate Share of the Outstanding Effective Amount of all Swing Line Loans would exceed such Revolving Lender’s Revolving Loan Commitment, or (yz) the Outstanding Effective Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Letter of Credit Extension shall be deemed in a form acceptable to be a representation by Timken that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceIssuer. Within the foregoing limits, and subject to the terms and conditions hereof, Timken’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer each Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from and including the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars for the account of Timken or the applicable Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of any Borrower and may be issued for the joint and several account of any Borrower and a Restricted Subsidiary to the extent otherwise permitted by this Agreement; provided further that to the extent any such Subsidiary is a non-Credit Party, such Letter of Credit shall be deemed an Investment in Dollars or any Committed Currency, such Subsidiary and shall only be issued so long as such Investment is permitted hereunder) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Participating Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed pursuant to have been issued) for the account of Timken or any Subsidiarythis Section 2.03; provided that the L/C Issuer no Issuing Bank 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 Credit, if as of the date of (and after giving effect to) such L/C Credit Extension, (w) the Total Outstandings would exceed the Aggregate Commitments, Extension (x) the aggregate Outstanding Amount of the Loans Revolving Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Participating Revolving Credit Lender would exceed such Lender’s Participating Revolving Credit Commitment, (y) the aggregate amount of Revolving Exposure exceeds the aggregate amount of Participating Revolving Credit Commitments then in effect or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkeneach Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. NAI-1537228099v3 All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit subject to the terms hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.26, (1) from time to time on any Business Day during the period from and including the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars for the account of Timken or the Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary in Dollars or any Committed Currency, of the Borrower and may be issued for the joint and several account of the Borrower and a Restricted Subsidiary to the extent otherwise permitted by this Agreement) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.26(b), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Participating Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed pursuant to have been issued) for the account of Timken or any Subsidiarythis Section 2.26; provided that the no 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, (wx) the Total Outstandings Revolving Credit Exposure of any Revolving Credit Lender under its Participating Revolving Credit Commitments would exceed the Aggregate Commitmentsits Participating Revolving Credit Commitments (it being understood that with respect to a Swing Line Lender, its Swing Line Exposure for purposes of this clause (x) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s shall be deemed to be its Pro Rata Share (after giving effect when a Defaulting Lender shall exist to any reallocation effected in accordance with Section 2.25(c)) of the Outstanding Amount total Swing Line Exposure), (y) with respect to any Swing Line Lender that is a Participating Revolving Credit Lender, the aggregate of all its Swing Line Exposure (in its capacity as a Swing Line Lender and a Revolving 100 Credit Lender), plus the aggregate principal amount of its outstanding Revolving Credit Loans (in its capacity as a Revolving Credit Lender), plus its L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Exposure would exceed such Lender’s Commitment, its Revolving Credit Commitment or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all provided further that no L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an Issuer shall be obligated to make any L/C Credit Extension shall be deemed with respect to be a representation by Timken that any Letter of Credit if as of the date of such L/C Credit Extension, after such L/C Credit Extension, the Outstanding Amount of the L/C Obligations in respect of Letters of Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceissued by such L/C Issuer would exceed such L/C Issuer’s Letter of Credit Issuer Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer each Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from and including the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars for the account of Timken or the applicable Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of any Borrower and may be issued for the joint and several account of any Borrower and a Restricted Subsidiary to the extent otherwise permitted by this Agreement; provided further that to the extent any such Subsidiary is a non-Credit Party, such Letter of Credit shall be deemed an Investment in Dollars or any Committed Currency, such Subsidiary and shall only be issued so long as such Investment is permitted hereunder) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Participating Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed pursuant to have been issued) for the account of Timken or any Subsidiarythis Section 2.03; provided that the L/C Issuer no Issuing Bank 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 Credit, if as of the date of (and after giving effect to) such L/C Credit Extension, (w) the Total Outstandings would exceed the Aggregate Commitments, Extension (x) the aggregate Outstanding Amount of the Loans Revolving Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Participating Revolving Credit Lender would exceed such LenderXxxxxx’s Participating Revolving Credit Commitment, (y) the aggregate amount of Revolving Exposure exceeds the aggregate NAI-1537228099v31537241654v2 amount of Participating Revolving Credit Commitments then in effect or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkeneach Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit subject to the terms hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Letter of Credit Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the earlier to occur of the Letter of Credit Expiration DateDate or the termination of the Availability Period, to issue Letters of Credit at the request of the Borrower Agent for the account of Timken a Borrower (or any Loan Party or Domestic Subsidiary thereof as to which all “know your customer” or other similar requirements have been satisfied) so long as such Borrower is a joint and several co-applicant; references to a “Borrower” in Dollars or this Section 2.03 shall be deemed to include reference to such other Loan Party and any Committed Currencyapplicable Domestic Subsidiary), 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 drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or the a Borrower and any Subsidiarydrawings thereunder; provided that the L/C Letter of Credit Issuer shall not be obligated to make any L/C Letter of Credit Extension with respect to any Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Letter of Credit Extension, (wA) the Total Outstandings would exceed the Aggregate Revolving Credit Commitments, (xB) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus Revolving Credit Lender would exceed such Revolving Credit Lender’s Pro Rata Share of Revolving Credit Commitment, or (C) the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Letter of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Commitment, (y) the Outstanding Amount of the L/C Credit Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken the Borrower Agent for an L/C the issuance or amendment of a Letter of Credit Extension shall be deemed to be a representation by Timken the Borrower Agent that the L/C Letter of 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, Timken’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the 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 and all fees in respect thereof pursuant to Sections 2.03(h) and 2.09(b) shall be payable (in substitution for any fees set forth in the applicable letter of credit reimbursement agreements or applications relating to the Existing Letters of Credit, except to the extent that such fees are also payable pursuant to Section 2.03(h) and 2.09(b)) as if the Existing Letters of Credit had been issued on the Closing Date. Notwithstanding the foregoing, (x) 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 hereunder, it being understood that the fronting, participation and other fees set forth in Section 2.03(h) and 2.09(b) shall otherwise apply to the Existing Letters of Credit and (y) no Existing Letter of Credit may be extended or renewed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateAvailability Period, to issue standby letters of credit (together with the Existing Letters of Credit Credit, each a “Letter of Credit”) for the account of Timken or any Subsidiary in Dollars or any Committed Currencythe Company, and to amend or renew Modify Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Company; provided that 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 in, any Letter of Credit (or, if applicable, the relevant Modification thereof) if as of the date of such L/C Credit Extension, (wx) the Total Outstandings would exceed the Aggregate Commitments, (xy) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed the amount of such Lender’s Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and Commitment or (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence$300,000,000. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Company’s ability to obtain Letters of Credit shall be fully revolvingrevolving and, and accordingly Timken accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Time shall be subject to and governed by the terms and conditions hereof. Without limiting the foregoing, the Company agrees that at the Effective Time (and without any further action by any Person), all Existing Letters of Credit issued under the OneSource Credit Agreement shall be deemed to have been issued jointly for the account of the Company and the applicable Subsidiary as if the Company had signed the original Letter of Credit Application for each such Letter of Credit.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of Timken the Borrower (or any Restricted Subsidiary so long as the Borrower is a joint and several co-applicant, and references to the “Borrower” in Dollars or any Committed Currency, this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower; provided that 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 if, as of the date of such L/C Credit Extension, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Loans, would exceed such Lender’s Commitment, Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from after the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of Timken the Parent Borrower or any Subsidiary in Dollars (provided that the Borrowers hereby irrevocably agree to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of the Parent Borrower or any Committed Currency, Subsidiary on a joint and several basis with such Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken the Parent Borrower or any Subsidiary; provided that the no 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 Credit, if as of the date of such L/C Credit Extension, Extension (wx) the Total Revolving Credit Outstandings would exceed the Aggregate CommitmentsRevolving Credit Facility, (xy) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Commitment, Revolving Credit Commitment or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timken’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the 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 Letters of Credit shall be denominated in Dollars or an Alternative Currency. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit, the terms and conditions of this Agreement shall control.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by hereunder, and each Lender shall thereupon acquire a participation interest therein in accordance with its Pro Rata Share and the L/C Issuerterms of this Section. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken or any Subsidiary in Dollars or any Committed Currency, the Borrower 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 drafts under the Letters of Credit; and (B) the Lenders severally agree to participate ratably in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower; provided that 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, (wx) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (xy) the aggregate Outstanding Amount of the Committed Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Commitment, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken or any Subsidiary in Dollars or any Committed Currencythe Borrowers, 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 drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrowers; provided that 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 if, as of the date of such L/C Credit Extension, after giving effect thereto (wu) the Total Outstandings would exceed the lesser of the Total Borrowing Base and the Aggregate Commitments, (v) US Outstandings would exceed the lesser of the US Borrowing Base and the Total US Sublimit, (w) European Outstandings would exceed the lesser of the European Borrowing Base and the Total European Sublimit, (x) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Commitment, (y) the Outstanding Amount of the L/C Obligations with respect to US Letters of Credit would exceed the US Letter of Credit Sublimit and or (z) the Outstanding Amount of all the L/C Obligations denominated in a Committed Currency with respect to European Letters of Credit would exceed the Committed L/C Currency European Letter of Credit Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timken’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the 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 Third Amendment Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of Timken the Borrower (or any Restricted Subsidiary so long as the Borrower is a joint and several co-applicant, and references to the “Borrower” in Dollars or any Committed Currency, this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower; provided that 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 if, as of the date of such L/C Credit Extension, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Loans, would exceed such Lender’s Commitment, Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject 4.Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken or the Borrower (provided, that any Letter of Credit may be for the benefit of any Subsidiary in Dollars or any Committed Currency, of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed pursuant to have been issued) for the account of Timken or any Subsidiarythis Section 2.03; provided that the no 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 Credit, if as of the date of such L/C Credit Extension, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount outstanding principal amount of the L/C Obligations at such time would exceed $50,000,000 or (z) any Revolving Credit Lender is at that time a Defaulting Lender, if after giving effect to Section 2.16, any Defaulting Lender Fronting Exposure remains outstanding, unless such L/C Issuer has entered into arrangements, including the delivery of cash collateral, reasonably satisfactory to such L/C Issuer with the Borrower or such Lender to eliminate such L/C Issuer’s Defaulting Lender Fronting Exposure arising from either the Letter of Credit Sublimit then proposed to be issued or such Letter of Credit and (z) the Outstanding Amount of all other LC Obligations as to which such L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceIssuer has Defaulting Lender Fronting Exposure. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth hereinhereof, (A) the L/C Issuer agreesApplicable Issuing Party, in reliance upon on the agreements of the other Lenders set forth in this Section 2.03, (1) from time agrees to time issue Letters of Credit for the account of the Borrowers or their Subsidiaries on any Business Day during the period from the Closing Date until the Letter of Credit Expiration date that is five Business Days prior to the Applicable Maturity Date, to issue Letters of Credit for the account of Timken or any Subsidiary in Dollars or any Committed Currency, and to amend or renew extend Letters of Credit previously issued by it, it in accordance with Section 2.03(b)subsection (b) below, in the case of Fronted Letters of Credit in such form as may be approved from time to time by the applicable Issuing Lender and (2) to honor drafts under the Company and, in the case of Several Letters of Credit, substantially in the form of Exhibit H or such other form agreed by the Company and the L/C Administrator (with the consent of all Revolving Credit Lenders, such consent not to be unreasonably withheld or delayed; it being understood that such other form shall be deemed acceptable to all Revolving Credit Lenders unless the L/C Administrator has received notice to the contrary within two Business Days after the L/C Administrator has notified of such other agreed form to the Revolving Credit Lenders)); and (B) the Revolving Credit Lenders severally agree to participate in Fronted Letters of Credit issued (or deemed to have been issued) for the account of Timken or and any Subsidiarydrawings thereunder; provided that the L/C Issuer shall not make after giving effect to 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, (w) the Total Revolving Credit Outstandings would shall not exceed the Aggregate CommitmentsRevolving Credit Commitment, (x) the aggregate Outstanding Amount of the Committed Loans of any Lender, Revolving Credit Lender plus such Revolving Credit Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, Obligations plus such Revolving Credit Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans would shall not exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would with respect to Fronted Letters of Credit issued by any Issuing Lender shall not exceed the Letter L/C Commitment of Credit Sublimit such Issuing Lender and (z) the Outstanding Amount of all the L/C Obligations denominated in a Committed Currency would shall not exceed the Committed L/C Currency Letter of Credit Sublimit. Each request by Timken any Borrower for an L/C the issuance or amendment of a Letter of Credit Extension shall be deemed to be a representation by Timken 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, Timkeneach Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The issuance of a Letter of Credit shall constitute utilization of the Revolving Credit Commitments.

The Letter of Credit Commitment. (i) On the Closing Date, each the Existing Letter Letters of Credit shall be deemed to have been issued hereunder hereunder, and each Revolving Lender shall thereupon acquire a participation interest therein in accordance with its Revolving Proportionate Share and the terms of this Section 2.02. The 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 L/C Issuer. Subject to the terms and conditions hereof. On the terms and subject to the conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) shall, from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of Timken a Borrower in support of the obligations of such Borrower or any Subsidiary in Dollars or any Committed Currencyother Loan Party, 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 shall honor drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken a Borrower in support of the obligations of such Borrower or any Subsidiaryother Loan Party; provided that 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 in, any Letter of Credit if as of the date of such L/C Credit Extension, (wx) the Total Outstandings Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate CommitmentsTotal Available Commitment at such time, (xy) the aggregate Outstanding Effective Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Revolving Proportionate Share of the Outstanding Effective Amount of all L/C Obligations, plus such Lender’s Pro Rata Revolving Proportionate Share of the Outstanding Effective Amount of all Swing Line Loans would exceed such Lender’s Revolving Proportionate Share of the Total Available Commitment, or (yz) the Outstanding Effective Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Letter of Credit Extension shall be deemed in a form acceptable to be a representation by Timken that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceIssuer. Within the foregoing limits, and subject to the terms and conditions hereof, Timken’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the applicable Letter of Credit Expiration Date (or, to the extent Section 2.03(a)(ii)(G) has been complied with, the date which is nine (9) Business Days prior to the Maturity Date), to issue Letters of Credit denominated in Dollars or the Alternative Currency for the account of Timken or any Subsidiary in Dollars or any Committed Currencythe Borrowers, 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 drafts drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or the Borrowers and any Subsidiarydrawings thereunder; provided that the L/C Issuer shall not make after giving effect to (I) any L/C Credit Extension with respect to any WC Letter of Credit, (v) the Total WC Outstandings shall not exceed the Aggregate WC Commitments, (w) the WC Credit Exposure of any Lender (less, with respect only to the Alternative Currency Fronting Lender, the aggregate Alternative Currency Risk Participations in all WC Loans denominated in the Alternative Currency) shall not exceed such Lender’s WC Commitment, (x) the sum of the Total WC Outstandings plus the Total WC Interim Outstandings, other than the maximum drawing amount of any issued and no Lender outstanding Product Under Contract LC, shall be obligated not exceed the Borrowing Base at such time, (y) the Outstanding Amount of the sum of the WC Interim L/C Obligations and the WC L/C Obligations for Product Under Contract LCs shall not exceed $85,000,000, and (z) the Outstanding Amount of all WC L/C Obligations with respect to participate in any WC Letters of Credit (after giving effect to the WC Letter of Credit if as being requested) issued by any L/C Issuer does not exceed the WC Letter of the date of Credit Issuer Sublimit for such L/C Issuer, (II) any L/C Credit ExtensionExtension with respect to any WC Interim Letter of Credit, (v) the Total WC Interim Outstandings shall not exceed the Aggregate WC Interim Commitments, (w) the WC Interim Credit Exposure of any Lender shall not exceed such Lender’s WC Interim Commitment, (x) the sum of the Total WC Outstandings plus the Total WC Interim Outstandings, other than the maximum drawing amount of any issued and outstanding Product Under Contract LC, shall not exceed the Borrowing Base at such time, (y) the Outstanding Amount of the sum of the WC Interim L/C Obligations and the WC L/C Obligations for Product Under Contract LCs shall not exceed $85,000,000, and (z) the Outstanding Amount of all WC Interim L/C Obligations with respect to WC Interim Letters of Credit (after giving effect to the WC Interim Letter of Credit being requested) issued by any L/C Issuer does not exceed the WC Interim Letter of Credit Issuer Sublimit for such L/C Issuer, and (III) any L/C Credit Extension with respect to any Revolver Letter of Credit, (w) the Total Revolver Outstandings would shall not exceed the Aggregate Revolver Commitments, (x) the aggregate Outstanding Amount of the Loans Revolver Credit Exposure of any Lender (less, with respect only to the Alternative Currency Fronting Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of aggregate Alternative Currency Risk Participations in all L/C Obligations, plus such Lender’s Pro Rata Share of Revolver Loans denominated in the Outstanding Amount of all Swing Line Loans would Alternative Currency) shall not exceed such LenderXxxxxx’s Revolver Commitment, (y) the Outstanding Amount of the L/C Obligations would with respect to Revolver Letters of Credit shall not exceed the Revolver Letter of Credit Sublimit Sublimit, and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed with respect to Revolver Letters of Credit (after giving effect to the Committed Revolver Letter of Credit being requested) issued by any L/C Currency SublimitIssuer does not exceed the Revolver Letter of Credit Issuer Sublimit for such L/C Issuer. In addition, the aggregate face amount of all standby Letters of Credit issued to secure bonding and performance obligations of the Borrowers shall not exceed at any time outstanding $100,000,000. Each request by Timken the Borrowers for an L/C the issuance or amendment of a Letter of Credit Extension shall be deemed to be a representation by Timken 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, Timken’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken the Borrower or any Restricted Subsidiary in Dollars or (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for any Committed Currencyand all amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary and the Borrower hereby acknowledges that the issuance of Letters of Credit for the account of its Restricted Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives benefits from the businesses of such Restricted Subsidiaries) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken the Borrower or any SubsidiaryRestricted Subsidiary and any drawings thereunder; provided that the no 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 Credit, if as of the date of such L/C Credit ExtensionExtension (v) the Total Revolving Credit Outstandings, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Commitment, Revolving Credit Commitment and (yx) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, limits and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer of a Tranche of the Revolving Credit Facility agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars under the Dollar Tranche or in Dollars or an Alternative Currency under the Multicurrency Tranche for the account of Timken the Lux Borrower or any Restricted Subsidiary in Dollars (provided that the Borrowers hereby irrevocably agree to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any other Borrower or any Committed Currency, Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders under any Tranche severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken the Lux Borrower or any Restricted Subsidiary; provided that the no 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 Credit, if as of the date of such L/C Credit Extension, Extension (w) the L/C Obligations of such L/C Issuer would exceed the Letter of Credit Sublimit of such L/C Issuer , (x) the Total Revolving Credit Outstandings would exceed the Aggregate CommitmentsRevolving Credit Facility, (xy) the aggregate Outstanding Amount of the Revolving Credit Loans of any LenderLender under the applicable Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C ObligationsObligations under such Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans under such Tranche would exceed such Lender’s Commitment, Revolving Credit Commitment under such Tranche or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timken’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken or any Subsidiary in Dollars or any Committed Currency, the Borrower and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower; provided provided, that the no 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, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and Sublimit, or (z) the Outstanding Amount sum of all the L/C Obligations denominated in a Committed Currency would respect of Letters of Credit that expire after the Initial Revolver Maturity Date plus the aggregate Outstanding Amount of the Extended Revolving Credit Loans shall not exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C sum of the aggregate Extended Revolving Credit Extension shall be deemed to be a representation by Timken that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceCommitments. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof. Notwithstanding anything contained in this Section 2.03 to the contrary, each Non-Extending Revolving Credit Lender’s participations in Letters of Credit that expire after the Initial Revolver Maturity Date shall terminate upon the Initial Revolver Maturity Date, and the participations of the Extending Revolving Credit Lenders shall be automatically adjusted to give effect to the Pro Rata Shares of the Extending Revolving Credit Lenders in the Revolving Credit Facility after giving effect to the Initial Revolver Maturity Date.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken the Borrower or any Subsidiary in Dollars or any Committed Currencydesignated by the Borrower, 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 drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken the Borrower or any such Subsidiary; provided that (I) the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of CreditCredit if as of the date of such L/C Credit Extension, (x) the Outstanding Amount of all L/C Obligations, Revolving Loans, and Swing Line Loans would exceed the Aggregate Revolving Commitments, or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, and (II) no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Revolving Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or Euros for the account of Timken the Borrowers (or any Restricted Subsidiary so long as a Borrower is a joint and several co-applicant, and references to a “Borrower” in Dollars or any Committed Currency, this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe relevant Borrower; provided that 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 if, as of the date of such L/C Credit Extension, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Dollar Amount of Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Dollar Amount of Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Loans, would exceed such Lender’s Revolving Credit Commitment, (y) the Dollar Amount of Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and or (z) the Outstanding aggregate Dollar Amount of all Euro Revolving Credit Loans and L/C Obligations denominated in a Committed Currency respect of Euro Letters of Credit would exceed the Committed L/C Currency Euro Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing Credit Agreement limits, and subject to the terms and conditions hereof, Timkenthe relevant Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof; provided that to the extent any Existing Letter of Credit was issued by a Person that is not a party to this Agreement, the obligations of the Borrowers to the L/C Issuer under this Section 2.03 in respect of such Existing Letter of Credit shall instead be obligations of the Borrowers to such Person, and such Person shall be entitled to all the rights, remedies and protections set forth in this Agreement and the other Loan Documents in respect of such Existing Letter of Credit as though it were the L/C Issuer.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer (except the Existing L/C Issuer) agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.26, (1) from time to time on any Business Day during the period from and including the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars for the account of Timken or the Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary in Dollars or any Committed Currency, of the Company and may be issued for the joint and several account of the Borrower and a Restricted Subsidiary to the extent otherwise permitted by this Agreement and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.26(b), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Participating Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed pursuant to have been issued) for the account of Timken or any Subsidiarythis Section 2.26; provided that the no 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, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Participating Revolving Credit Lender would exceed such Lender’s Commitment, Participating Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all provided further that no L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an Issuer shall be obligated to make any L/C Credit Extension shall be deemed with respect to be a representation by Timken that any Letter of Credit if as of the date of such L/C Credit Extension, after such L/C Credit Extension, the Outstanding Amount of the L/C Obligations in respect of Letters of Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceissued by such L/C Issuer would exceed such L/C Issuer’s Letter of Credit Issuer Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit subject to the terms hereof. Notwithstanding the foregoing, the Existing L/C Issuer will be the L/C Issuer only with respect to the Existing Letters of Credit referred to in the prior sentence.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section SECTION 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken the Borrower or any Subsidiary in Dollars or any Committed Currencycertain Restricted 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 drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower; provided PROVIDED that the no 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, (wI) the Total Outstandings would exceed the Aggregate Commitments, (xII) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus PLUS such Lender’s 's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus PLUS such Lender’s 's Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s 's Commitment, (yIII) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and or (zIV) the Outstanding Amount aggregate principal amount of all L/C Obligations denominated in a Committed Currency Borrowing Base Debt would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken that Borrowing Base determined as of the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentencemost recent Inventory Valuation Date. Within the foregoing limits, and subject to the terms and conditions hereof, Timken’s the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Facility Expiration Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency (which, in the case of a commercial Letter of Credit, shall be issued on sight basis only) for the account of Timken the Borrower (provided that any Letter of Credit may be for the account of Holdings or any Subsidiary in Dollars or any Committed CurrencySubsidiary, so long as the Borrower is the applicant with respect thereto) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), in an amount not to exceed its respective Letter of Credit Commitment (unless otherwise agreed by such L/C Issuer) outstanding at any time and (2y) to honor drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed pursuant to have been issued) for the account of Timken or any Subsidiarythis Section 2.03; provided that the L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter of Credit, Credit (and no Lender the Revolving Credit Lenders shall not be obligated to participate in any Letter the applicable L/C Credit Extension (in the case of clause (y), following the Maturity Date of the Revolving Credit Commitments)) if as of the date of such the applicable L/C Credit Extension, Extension (w) the Total Outstandings Revolving Credit Exposure of any Lender would exceed the Aggregate such Lender’s Revolving Credit Commitments, (x) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and or (zy) the Outstanding Amount Letter of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an Credit giving rise to such L/C Credit Extension shall be deemed to be has a representation by Timken that stated expiry date after the L/C Maturity Date of the Revolving Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceCommitments. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Each Appropriate Lender’s risk participation in each outstanding Letter of Credit shall be automatically adjusted on each Maturity Date for any of the Revolving Credit Facilities as, and to the extent, provided in Section 2.06(e).

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Sublimit Expiration Date, Date to issue Letters of Credit at sight denominated in any Approved Currency for the account of Timken the Borrower or any Subsidiary in Dollars or any Committed Currency, of the Borrower (provided that the Borrower shall be a co-applicant) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts drawings under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed pursuant to have been issued) for the account of Timken or any Subsidiarythis Section 2.03; provided that the no 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 Credit, if as of the date of after giving effect to such L/C Credit Extension, Extension (w) the Total Outstandings Excess Availability would exceed the Aggregate Commitmentsbe less than $0, (x) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and or (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed of such L/C Currency Sublimit. Each request by Timken for an Issuer would exceed such L/C Issuer’s Specified Letter of Credit Extension shall be deemed to be a representation by Timken that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, Date to issue Letters of Credit at sight denominated in any Approved Currency for the account of Timken the Borrower or any Subsidiary in Dollars or any Committed Currency, of the Borrower (provided that the Borrower shall be a co-applicant) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts drawings under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed pursuant to have been issued) for the account of Timken or any Subsidiarythis Section 2.03; provided that the no 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 Credit, if as of the date of after giving effect to such L/C Credit Extension, Extension (w) the Total Outstandings Excess Availability would exceed the Aggregate Commitmentsbe less than $0, (x) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and or (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed of such L/C Currency Sublimit. Each request by Timken for an Issuer would exceed such L/C Issuer’s Specified Letter of Credit Extension shall be deemed to be a representation by Timken that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Existing Letters of Credit may not be renewed or extended upon the current expiry date thereof but may be replaced with new Letters of Credit pursuant to the terms of this Section 2.03.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03Section, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken the Borrower or any Subsidiary in Dollars or any Committed Currencyits Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(bclause (b), and (2) to honor drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken the Borrower or any Subsidiary; provided that 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 if, as of the date of such L/C Credit Extension, (wx) the Total Outstandings would exceed the Aggregate Commitments, (xy) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s 's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s 's Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s 's Commitment, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timken’s the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in U.S. Dollars or, if the applicable L/C Issuer shall agree, in one or more Alternative Currencies for the account of Timken the Borrower (or any of its Restricted Subsidiaries (i) so long as (x) the Borrower is a joint and several co-applicant and (y) the applicable L/C Issuer shall have received all documentation and other information with respect to such Restricted Subsidiary that such L/C Issuer reasonably determines is necessary in Dollars order to allow such L/C Issuer to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act and (ii) references to the “Borrower” in this Section 2.03 and elsewhere in this Agreement with respect to requests for Letters of Credit (including renewals or continuations thereof) shall be deemed to include any Committed Currencysuch Restricted Subsidiary), and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts drawings under the Letters of CreditCredit issued by it; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or the Borrower and any Subsidiarydrawings thereunder; provided that the L/C Issuer shall not make after giving effect to 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, (w) the Total Revolving Credit Outstandings would shall not exceed the Aggregate Commitmentsaggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Pro Rata Share Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender’s Pro Rata Share Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans would shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount aggregate amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed owing to an L/C Currency Issuer shall not exceed the amount set forth opposite such L/C Issuer’s name on Schedule 2.01 (as such Schedule may be amended with the consent of each affected L/C Issuer and the Borrower from time to time) under the caption “Letter of Credit Commitments” (provided that this clause (z) shall not apply to any Existing Letter of Credit) and no L/C Issuer shall be required to issue Letters of Credit in excess of its applicable amount so set forth; provided that it is understood and agreed that each L/C Issuer may, in its sole discretion, make L/C Credit Extensions in an aggregate amount above its respective share of the Letter of Credit Sublimit. Each request by Timken the Borrower for an L/C the issuance or amendment of a Letter of Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant 66 hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of Timken the US Borrower or the PR Borrower (or any other Borrower or Restricted Subsidiary so long as a Revolving Credit Borrower is a joint and several co-applicant, and references to a “Borrower” in Dollars this Section 2.03 shall be deemed to include reference to such other Borrower or any Committed Currency, Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any SubsidiaryRevolving Credit Borrower; provided that 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 if, as of the date of such L/C Credit Extension, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Loans, would exceed such Lender’s Commitment, Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkeneach Revolving Credit Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken each Revolving Credit Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On and after the Closing Date, each Date the Existing Letter Letters of Credit shall will constitute Letters of Credit under this Agreement and for purposes hereof (i) Existing Letters of Credit denominated in Dollars will be deemed to have been issued hereunder by under the L/C IssuerDollar Tranche and (ii) Existing Letters of Credit denominated in any Alternative Currency will be deemed to have been issued under the Multicurrency Tranche, in each case on the Closing Date. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer of a Tranche of the Revolving Credit Facility agrees, in reliance upon the agreements of the other Revolving Credit Lenders of such Tranche set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit under the Dollar Tranche or the Multicurrency Tranche for the account of Timken any Borrower Party (provided that the Borrowers hereby irrevocably agree to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any other Borrower or any Subsidiary in Dollars or any Committed Currency, Borrower Party on a joint and several basis with such Borrower Party) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders under any Tranche severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any SubsidiaryBorrower Party; provided that the no 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 Credit, if as of the date of such L/C Credit Extension, Extension (w) the Outstanding Amount of such L/C Issuer’s L/C Obligation would exceed its L/C Commitment (unless otherwise agreed by the applicable L/C Issuer in its sole discretion), (x) the Total Revolving Credit Outstandings would exceed the Aggregate CommitmentsRevolving Credit Facility, (xy) the aggregate Outstanding Amount of the Revolving Credit Loans of any LenderLender under the applicable Tranche, plus such LenderXxxxxx’s Pro Rata Share of the Outstanding Amount of all L/C ObligationsObligations under such Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans under such Tranche would exceed such Lender’s Commitment, Revolving Credit Commitment under such Tranche or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timken’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.13, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken the Borrower or any Subsidiary in Dollars or any Committed Currencyits 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 drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower and its Subsidiaries; provided that 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 in, any Letter of Credit if as of the date of such L/C Credit Extension, (wx) the Total Outstandings Outstanding Amount of all L/C Obligations and all Loans under the Working Capital/Distribution Subfacility would exceed the Aggregate CommitmentsCommitted Sum under the Working Capital/Distribution Subfacility, (xy) the aggregate Outstanding Amount of the Loans of any LenderLender under the Working Capital/Distribution Subfacility, plus such Lender’s 's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s 's Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Commitment's Committed Sum under the Working Capital/Distribution Subfacility, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timken’s the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or Euros for the account of Timken the Borrowers (or any Restricted Subsidiary so long as a Borrower is a joint and several co-applicant, and references to a “Borrower” in Dollars or any Committed Currency, this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe relevant Borrower; provided that 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 if, as of the date of such L/C Credit Extension, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Dollar Amount of Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Dollar Amount of Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Loans, would exceed such Lender’s Revolving Credit Commitment, (y) the Dollar Amount of Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and or (z) the Outstanding aggregate Dollar Amount of all Euro Revolving Credit Loans and L/C Obligations denominated in a Committed Currency respect of Euro Letters of Credit would exceed the Committed L/C Currency Euro Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe relevant Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, Euros or Sterling for the account of Timken the Borrower (or any Restricted Subsidiary so long as the Borrower is a joint and several co-applicant, and references to a “Borrower” in Dollars or any Committed Currency, this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower; provided that 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 if, as of the date of such L/C Credit Extension, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Dollar Amount of Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Dollar Amount of Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Loans, would exceed such Lender’s Revolving Credit Commitment, (yx) the Dollar Amount of Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, (y) the aggregate Dollar Amount of Euro Revolving Credit Loans and L/C Obligations in respect of Euro Letters of Credit would exceed the Euro Sublimit and or (z) the Outstanding aggregate Dollar Amount of all Sterling Revolving Credit Loans and L/C Obligations denominated in a Committed Currency respect of Sterling Letters of Credit would exceed the Committed L/C Currency Sterling Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.,

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.06, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken or any Subsidiary in Dollars or any Committed Currencythe Borrower, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (22.06(b) to honor drafts under the Letters of Creditbelow; and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or the Borrower and any Subsidiarydrawings thereunder; provided that the L/C Issuer shall not make that, after giving effect to any L/C LC Credit Extension with respect to any Letter of Credit, and no (x) the total Revolving Exposure of all Lenders shall not exceed the Maximum Availability, (y) the Revolving Exposure of any Lender shall be obligated to participate in any Letter of Credit if as of the date of not exceed such L/C Credit ExtensionLender’s Revolving Commitment, and (wz) the Total Outstandings would total LC Exposure shall not exceed $25,000,000; provided further that at no time prior to the Aggregate Commitments, Scheduled Termination Date may the sum of (x) the aggregate Outstanding undrawn Stated Amount of Letters of Credit that expire after the Loans of any Lender, fifth Business Day prior to the Scheduled Termination Date plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Commitment, (y) the Outstanding Amount aggregate amount of the L/C Obligations would Extending Lenders’ Applicable Percentage of all Loans exceed the Letter aggregate amount of Credit Sublimit and (z) the Outstanding Amount Revolving Commitments of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency SublimitExtending Lenders. Each request by Timken the Borrower for an L/C the issuance or amendment of a Letter of Credit Extension shall be deemed to be a representation by Timken the Borrower that the L/C LC Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Each Issuing Bank (other than Xxxxx Fargo or any of its Affiliates) shall notify the ABL Administrative Agent in writing on each Business Day of all Letters of Credit issued on the prior Business Day by such Issuing Bank; provided that (A) until the ABL Administrative Agent advises any such Issuing Bank that the provisions of Section 4.02 are not satisfied, or (B) the aggregate amount of the Letters of Credit issued in any such week exceeds such amount as shall be agreed by the ABL Administrative Agent and such Issuing Bank, such Issuing Bank shall be required to so notify the ABL Administrative Agent in writing only once each week of the Letters of Credit issued by such Issuing Bank during the immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to be furnished on such day of the week as the ABL Administrative Agent and such Issuing Bank may agree. On the Effective Date, the parties hereto agree that the Existing Letters of Credit shall be deemed to be Letters of Credit pursuant to the terms and conditions, and entitled to the benefits, of this Agreement and the other Loan Documents, without any further action by the Borrower or any other Person.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, Date to issue Letters of Credit at sight denominated in any Approved Currency for the account of Timken the BorrowerCompany or any Subsidiary in Dollars or any Committed Currency, of the BorrowerCompany and to amend amend, renew or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed pursuant to have been issued) for the account of Timken or any Subsidiarythis Section 2.03; provided that the no 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, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Revolving Credit Lender would exceed such Lender’s CommitmentRevolving Credit Commitment or, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and or (z) the aggregate Outstanding Amount of all Revolving Credit Loans and L/C Obligations denominated in a Committed Currency Yen would exceed the Committed Yen Sublimit. In addition, the face amount of outstanding Letters of Credit issued by any L/C Currency Sublimit. Each request by Timken for an Issuer shall not exceed such L/C Credit Extension shall be deemed to be a representation by Timken that the Issuer’s Applicable L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceFronting Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’sCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the BorrowerCompany may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Amendment No. 1 Effective Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken or the Borrower (provided, that any Letter of Credit may be for the benefit of any Subsidiary in Dollars or any Committed Currency, of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed pursuant to have been issued) for the account of Timken or any Subsidiarythis Section 2.03; provided that the no 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 Credit, if as of the date of such L/C Credit Extension, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount outstanding principal amount of the L/C Obligations at such time would exceed $50,000,000 (excluding, for the avoidance of doubt, the Permitted Xxxxx Letters of Credit) or (z) any Revolving Credit Lender is at that time a Defaulting Lender, if after giving effect to Section 2.16, any Defaulting Lender Fronting Exposure remains outstanding, unless such L/C Issuer has entered into arrangements, including the delivery of cash collateral, reasonably satisfactory to such L/C Issuer with the Borrower or such Lender to eliminate such L/C Issuer’s Defaulting Lender Fronting Exposure arising from either the Letter of Credit Sublimit then proposed to be issued or such Letter of Credit and (z) the Outstanding Amount of all other LC Obligations as to which such L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceIssuer has Defaulting Lender Fronting Exposure. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken or the Borrower (provided, that any Letter of Credit may be for the benefit of any Subsidiary in Dollars or any Committed Currency, of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed pursuant to have been issued) for the account of Timken or any Subsidiarythis Section 2.03; provided that the no 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 Credit, if as of the date of such L/C Credit Extension, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount outstanding principal amount of the L/C Obligations at such time would exceed $50,000,000 or (z) any Revolving Credit Lender is at that time a Defaulting Lender, if after giving effect to Section 2.16, any Defaulting Lender Fronting Exposure remains outstanding, unless such L/C Issuer has entered into arrangements, including the delivery of cash collateral, reasonably satisfactory to such L/C Issuer with the Borrower or such Lender to eliminate such L/C Issuer’s Defaulting Lender Fronting Exposure arising from either the Letter of Credit Sublimit then proposed to be issued or such Letter of Credit and (z) the Outstanding Amount of all other LC Obligations as to which such L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceIssuer has Defaulting Lender Fronting Exposure. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Restatement Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken or any Subsidiary in Dollars or any Committed CurrencyBorrower, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and subsection (2b) to honor drafts under the Letters of Creditbelow; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any SubsidiaryBorrower; provided provided, that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in in, any Letter of Credit if as of the date of such L/C Credit Extension, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Effective Amount of the Revolving Loans of any Revolving Lender, plus such Lender’s Pro Rata Revolving Proportionate Share of the Outstanding Effective Amount of all L/C Obligations, plus such Lender’s Pro Rata Revolving Proportionate Share of the Outstanding Effective Amount of all Swing Line Loans would exceed such Lender’s Revolving Loan Commitment, or (y) the Outstanding Effective Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timken’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Restatement Effective Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken or the Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary in Dollars or any Committed Currency, of the Borrower) and to amend amend, renew or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drafts drawings under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed pursuant to have been issued) for the account of Timken or any Subsidiarythis Section 2.03; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension Extensions 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 the applicable L/C Credit Extension, (w) if the Total Outstandings Revolving Credit Exposure of any Lender would exceed the Aggregate such Lender’s Revolving Credit Commitments, (x) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and or (zy) the Outstanding Amount Letter of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an Credit giving rise to such L/C Credit Extension shall be deemed has a stated expiry date after the Maturity Date with respect to be a representation by Timken that Non-Extended Revolving Credit Commitments and the aggregate stated amount of all Letters of Credit having stated expiry dates after such Maturity Date, when added to the aggregate Revolving Credit Exposure of all Extended Revolving Credit Lenders (exclusive of L/C Obligations) as of such date, would exceed the aggregate amount of the Extended Revolving Credit Extension so requested complies with the conditions set forth Commitments then in the proviso to the preceding sentenceeffect. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Letters of Credit shall be issued on “sight-basis” only which means that any Letter of Credit shall be honored for payment by the L/C Issuer at the time the Letter of Credit is presented for payment and not at a later date or time. Each Appropriate Lender’s risk participation in each outstanding Letter of Credit shall be automatically adjusted on each Maturity Date for any of the Revolving Credit Facilities as, and to the extent, provided in Section 2.06(d).

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken or any Subsidiary in Dollars or any Committed Currencythe Borrower, 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 drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower; provided that the no 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 in, any Letter of Credit if as of the date of such L/C Credit Extension, (wx) the Total Outstandings Outstanding Amount of all L/C Obligations and all Loans would exceed the Aggregate Commitments, (xy) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Loans, would exceed such Lender’s Commitment, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, 2.03 (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken the Borrowers or any Restricted Subsidiary (provided that, in Dollars the case of any Restricted Subsidiary other than a Borrower or a Guarantor, the Administrative Agent and the applicable L/C Issuer shall have received all documentation and other information reasonably requested by the Administrative Agent or the applicable L/C Issuer that each may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act; provided further that the Borrowers hereby irrevocably guarantee, and agree to reimburse the applicable L/C Issuer for, amounts drawn on any Committed Currency, Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken the Borrowers or any Restricted Subsidiary; provided that the no 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 Credit, if as of the date of such L/C Credit Extension, Extension (wx) the Total Revolving Credit Outstandings would exceed the Aggregate CommitmentsLine Cap at such time, (xy) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Commitment, Revolving Credit Commitment or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timken’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken or any Subsidiary in Dollars or any Committed Currencythe Borrowers, 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 drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrowers; provided that 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 if, as of the date of such L/C Credit Extension, after giving effect thereto (wu) the Total Outstandings would exceed the lesser of the Total Borrowing Base and the Aggregate Commitments, (v) US Outstandings would exceed the lesser of the US Borrowing Base and the Total US Sublimit, (w) European Outstandings would exceed the lesser of the European Borrowing Base and the Total European Sublimit, (x) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Commitment, (y) the Outstanding Amount of the L/C Obligations with respect to US Letters of Credit would exceed the US Letter of Credit Sublimit and or (z) the Outstanding Amount of all the L/C Obligations denominated in a Committed Currency with respect to European Letters of Credit would exceed the Committed L/C Currency European Letter of Credit Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timken’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, Euros or Sterling for the account of Timken the Borrower (or any Restricted Subsidiary so long as the Borrower is a joint and several co-applicant, and references to a “Borrower” in Dollars or any Committed Currency, this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower; provided that 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 if, as of the date of such L/C Credit Extension, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Dollar Amount of Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Dollar Amount of Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Loans, would exceed such Lender’s Revolving Credit Commitment, (yx) the Dollar Amount of Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, (y) the aggregate Dollar Amount of Euro Revolving Credit Loans and L/C Obligations in respect of Euro Letters of Credit would exceed the Euro Sublimit and or (z) the Outstanding aggregate Dollar Amount of all Sterling Revolving Credit Loans and L/C Obligations denominated in a Committed Currency respect of Sterling Letters of Credit would exceed the Committed L/C Currency Sterling Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof; provided that to the extent any Existing Letter of Credit was issued by a Person that is not a party to this Agreement, the obligations of the Borrower to the L/C Issuer under this Section 2.03 in respect of such Existing Letter of Credit shall instead be obligations of the Borrower to such Person, and such Person shall be entitled to all the rights, remedies and protections set forth in this Agreement and the other Loan Documents in respect of such Existing Letter of Credit as though it were the L/C Issuer.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer each Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from and including the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars for the account of Timken or the applicable Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of any Borrower and may be issued for the joint and several account of any Borrower and a Restricted Subsidiary to the extent otherwise permitted by this Agreement; provided further that to the extent any such Subsidiary is not a Credit Party, such Letter of Credit shall be deemed an Investment in Dollars or any Committed Currency, such Subsidiary and shall only be issued so long as such Investment is permitted hereunder) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Participating Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed pursuant to have been issued) for the account of Timken or any Subsidiarythis Section 2.03; provided that the L/C Issuer no Issuing Bank 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 Credit, if as of the date of (and after giving effect to) such L/C Credit Extension, (w) the Total Outstandings would exceed the Aggregate Commitments, Extension (x) the aggregate Outstanding Amount of the Loans Revolving Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Participating Revolving Credit Lender would exceed such LenderXxxxxx’s Participating Revolving Credit Commitment, (y) the aggregate amount of Revolving Exposure exceeds the aggregate amount of Participating Revolving Credit Commitments then in effect or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkeneach Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.. All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit subject to the terms hereof. (i) An Issuing Bank 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 Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any directive (whether or not

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions expressly set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars for the account of Timken the Borrower or both Borrower (provided that any Subsidiary in Dollars or Letter of Credit may be issued at the request of the Borrower on behalf of any Committed Currency, Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed pursuant to have been issued) for the account of Timken or any Subsidiarythis Section 2.03; provided that the no 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, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Revolving Credit Lender would exceed such Lender’s CommitmentRevolving Credit Commitment or, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and or (z) the Outstanding Amount stated expiry date of the Letter of Credit shall be after the Maturity Date with respect to any Non-Refinanced/Extended Revolving Commitments and the aggregate stated amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Letters of Credit Extension shall be deemed to be a representation by Timken that the L/C Credit Extension so requested complies with the conditions set forth in the proviso having stated expiry dates after such Maturity Date, when added to the preceding sentenceaggregate Revolving Credit Exposure of all Revolving Credit Lenders with Revolving Credit Commitments subject to a later Maturity Date as of such date, exceeds the aggregate amount of such Revolving Credit Commitments then in effect. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired expired, terminated or that have been drawn upon and reimbursed. Letters of Credit will be issued on a serial basis by each Primary L/C Issuer, in each case, at the direction of the Administrative Agent, with (i) such issuance to result in the Primary L/C Issuers sharing (to the extent reasonably practicable) ratably in the aggregate exposure with respect to Letters of Credit and (ii) the Letter of Credit exposure of each Primary L/C Issuer to be subject to an individual sub-limit, which shall be $3,900,000 for DBNY, $3,900,000 for BofA and $2,200,000 for Citi or in such other amounts from time to time as otherwise mutually agreed to by each such Primary L/C Issuer and the Borrower. On and after the Closing Date, each Exiting Letter of Credit shall be deemed to be a Letter of Credit issued hereunder on the Closing Date for all purposes under this Agreement and the other Loan Documents.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken the Borrower or any Subsidiary in Dollars or any Committed Currencyof its 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 drafts under the Letters of Creditbelow; and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken the Borrower or any Subsidiaryof its Subsidiaries; provided that the (i) no L/C Issuer shall not be obligated to make any L/C Credit Extension that would (i) result in the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by it to exceed $20,000,000 or (ii) result in the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by the L/C Issuers to exceed the Letter of Credit Sublimit; and provided further that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, Extension (wx) the Total Outstandings would exceed the Aggregate Commitments, Commitment and (xy) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Loans, would exceed such Lender’s Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken or any Subsidiary in Dollars or any Committed Currencythe Borrower, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and subSection (2b) to honor drafts under the Letters of Creditbelow; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower; provided that the no L/C Issuer shall not be obligated to make any L/C Credit Extension that would result in the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by such L/C Issuer to exceed such L/C Issuer’s L/C Issuance Limit; and provided further that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (wx) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (xy) the aggregate Outstanding Amount of the Committed Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Revolving Lender’s Revolving Commitment, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and Sublimit. In addition, at the request of the Borrower, an L/C Issuer may, in its sole discretion, agree to issue, amend, renew or extend Letters of Credit in excess of its L/C Issuance Limit, provided, however, after giving effect to any such issuance, amendment, renewal or extension, (zx) the Outstanding Amount of all the L/C Obligations denominated in a Committed Currency would shall not exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Letter of Credit Extension Sublimit and (y) the Total Revolving Outstandings shall be deemed to be a representation by Timken that not exceed the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceAggregate Revolving Commitments. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of Timken the Borrower or any Restricted Subsidiary in Dollars (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of the Borrower or any Committed Currency, Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken the Borrower or any Restricted Subsidiary; provided that the no 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 Credit, if as of the date of such L/C Credit Extension, Extension (wx) the Total Revolving Credit Outstandings would exceed the Aggregate CommitmentsRevolving Credit Facility, (xy) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Obligations would exceed such Lender’s Commitment, Revolving Credit Commitment or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or been terminated or that have been drawn upon and reimbursed. All Letters of Credit shall be denominated in Dollars.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day Borrower shall be entitled during the period from the Closing Date until the Letter of Credit Expiration DateDate to utilize availability under the Aggregate Commitments for the purpose of having L/C Issuers issue, to issue amend or renew Letters of Credit for the account of Timken or any Subsidiary in Dollars or any Committed Currency, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; Borrower and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiary; provided that the by L/C Issuer Issuers pursuant to and in accordance with the terms hereof; provided, however, that the Lenders shall not 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 unless (i) such Letter of Credit (A) is issued prior to the Letter of Credit Expiration Date and (B) has an expiry date occurring (1) not more than twelve months after the date of issuance, amendment or renewal, as applicable, and (2) on or before the Letter of Credit Expiration Date and (ii) after giving effect to the issuance, amendment or renewal, as applicable, of such L/C Credit ExtensionLetter of Credit, (wA) the Total Outstandings would shall not exceed the Aggregate Commitments, Commitments and (xB) the aggregate Outstanding Amount of the Loans of any Lender, each Lender plus such Lender’s 's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would Obligations shall not exceed such Lender’s 's Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timken’s the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit from an L/C Issuer to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Each Letter of Credit Application shall be prepared and signed by the Borrower; provided, however, that the Borrower shall be permitted to designate any Subsidiary as the account party for the requested Letter of Credit, although, notwithstanding such designation, the Borrower shall be the actual account party for all purposes of this Agreement for such Letter of Credit and such designation shall not affect the Borrower's reimbursement obligations hereunder with respect to such Letter of Credit.

The Letter of Credit Commitment. (i) On the Closing Second Restatement Effective Date, each the Existing Letter Letters of Credit shall be deemed to have been issued hereunder hereunder, and each Revolving Lender shall thereupon acquire a participation interest therein in accordance with its Revolving Proportionate Share and the terms of this Section 2.02. The Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Second Restatement Effective Date shall be subject to and governed by the L/C Issuer. Subject to the terms and conditions hereof. On the terms and subject to the conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.02, (1) from time to time on any Business Day during the period from the Closing Second Restatement Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of Timken the Borrower in support of the obligations of the Borrower or any Subsidiary in Dollars or any Committed Currencyother Loan Party, 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 drafts under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken the Borrower in support of the obligations of the Borrower or any Subsidiaryother Loan Party; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in in, any Letter of Credit if as of the date of such L/C Credit Extension, (wx) the Total Outstandings Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Loans of any Lender, plus Total Revolving Loan Commitment at such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Commitmenttime, (y) the Outstanding aggregate Effective Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender's Total Lender Risk Participation would exceed such Revolving Lender's Revolving Loan Commitment, or (z) the Effective Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Letter of Credit Extension shall be deemed in a form acceptable to be a representation by Timken that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceIssuer. Within the foregoing limits, and subject to the terms and conditions hereof, Timken’s the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken the Borrower or any Restricted Subsidiary in Dollars or of the Borrower (provided, that the Borrower hereby irrevocably agrees to be bound jointly and severally to reimburse the L/C Issuer for amounts drawn on any Committed Currency, Letters of Credit issued for the account of Restricted Subsidiaries) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken the Borrower or any such Restricted Subsidiary; provided provided, that the no 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, (wx) the Total Outstandings would exceed the Aggregate Commitments, (xy) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken a Borrower or any Restricted Subsidiary in Dollars (provided that the Borrowers hereby irrevocably agree to reimburse the applicable L/C Issuer for any and all amounts drawn on any Letters of Credit issued for the account of another Borrowers or any Committed CurrencyRestricted Subsidiary on a joint and several basis with such Restricted Subsidiary and each Borrower hereby acknowledges that the issuance of Letters of Credit for the account of its Restricted Subsidiaries inures to the benefit of the Borrowers, and that the Borrowers’ business derives benefits from the businesses of such Restricted Subsidiaries) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken a Borrower or any SubsidiaryRestricted Subsidiary and any drawings thereunder; provided that the no 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 Credit, if as of the date of such L/C Credit Extension, Extension (wv) the Total Revolving Credit Outstandings plus the aggregate Ancillary Outstandings would exceed the Aggregate CommitmentsRevolving Credit Facility, (xw) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender plus such Lender’s Ancillary Outstandings, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Commitment, Revolving Credit Commitment and (yx) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all Sublimit; provided further that no L/C Obligations denominated Issuer identified in a Committed Currency would exceed clause (a) of the Committed L/C Currency Sublimit. Each request by Timken for definition thereof shall have any obligation to make an L/C Credit Extension shall be deemed to be a representation by Timken that if, after giving effect thereto, the L/C Obligations in respect of Letters of Credit Extension so requested complies with the conditions set forth issued by such L/C Issuer would exceed, in the proviso to the preceding sentencecase of (i) Barclays Bank PLC, $33,750,000, (ii) JPMorgan Chase Bank, N.A., $15,000,000, (iii) Credit Suisse AG, Cayman Islands Branch, $11,250,000, (iv) Citibank N.A., London Branch, $11,250,000 and (v) RBC Europe Limited, $3,750,000. Within the foregoing limits, limits and subject to the terms and conditions hereof, Timken’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On and after the Closing Fifth Amendment Effective Date, each all Existing Letter Letters of Credit that were issued prior to the Fifth Amendment Effective Date shall continue to be Letters of Credit issued hereunder in respect of the Revolving Credit Commitments on the same terms as applicable to it immediately prior to the Fifth Amendment Effective Date, without need for any further action by a Borrower, any L/C Issuer or any other Person, and each Revolving Credit Lender shall be deemed to have been issued hereunder acquired, on the Fifth Amendment Effective Date, a risk participation in each such Letter of Credit in an amount equal to such Lender’s Pro Rata Share of the Revolving Credit Facility multiplied by the L/C Issueramount of such Letter of Credit. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer of a Tranche of the Revolving Credit Facility agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars under the Dollar Tranche or in Dollars or an Alternative Currency under the Multicurrency Tranche for the account of Timken the Lux Borrower or any Restricted Subsidiary in Dollars (provided that the Borrowers hereby irrevocably agree to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any other Borrower or any Committed Currency, Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders under any Tranche severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken the Lux Borrower or any Restricted Subsidiary; provided that the no 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 Credit, if as of the date of such L/C Credit Extension, Extension (w) the L/C Obligations of such L/C Issuer would exceed the Letter of Credit Sublimit of such L/C Issuer , (x) the Total Revolving Credit Outstandings would exceed the Aggregate CommitmentsRevolving Credit Facility, (xy) the aggregate Outstanding Amount of the Revolving Credit Loans of any LenderLender under the applicable Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C ObligationsObligations under such Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans under such Tranche would exceed such Lender’s Commitment, Revolving Credit Commitment under such Tranche or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timken’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken or any Subsidiary in Dollars or any Committed Currencythe Borrower, 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 drafts under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate Revolving Credit Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans Loans, would exceed such Revolving Lender’s Revolving Credit Commitment, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Facility Expiration Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency (which, in the case of a commercial Letter of Credit, shall be issued on sight basis only) for the account of Timken the Borrower (provided that any Letter of Credit may be for the account of Holdings or any Subsidiary in Dollars or any Committed CurrencySubsidiary, so long as the Borrower is the applicant with respect thereto) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), in an amount not to exceed its respective Letter of Credit Commitment (unless otherwise agreed by such L/C Issuer) outstanding at any time and (2y) to honor drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed pursuant to have been issued) for the account of Timken or any Subsidiarythis Section 2.03; provided that the L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter of Credit, Credit (and no Lender the Revolving Credit Lenders shall not be obligated to participate in any Letter the applicable L/C Credit Extension (in the case of clause (y), following the Maturity Date of the Revolving Credit Commitments)) if as of the date of such the applicable L/C Credit Extension, Extension (w) the Total Outstandings Revolving Credit Exposure of any Lender would exceed the Aggregate such Xxxxxx’s Revolving Credit Commitments, (x) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and or (zy) the Outstanding Amount Letter of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an Credit giving rise to such L/C Credit Extension shall be deemed to be has a representation by Timken that stated expiry date after the L/C Maturity Date of the Revolving Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceCommitments. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Each Appropriate Lender’s risk participation in each outstanding Letter of Credit shall be automatically adjusted on each Maturity Date for any of the Revolving Credit Facilities as, and to the extent, provided in Section 2.06(e).

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken the Borrower or any Subsidiary in Dollars or any Committed Currencyits 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 drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower; provided that 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 in, any Letter of Credit if as of the date of such L/C Credit Extension, (wx) the Total Outstandings Outstanding Amount of all L/C Obligations and all Revolving Loans would exceed the Aggregate aggregate Revolving Commitments, (xy) the aggregate Outstanding Amount of the Committed Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Commitment, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (Aa) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of Timken the Company or any Subsidiary in Dollars or any Committed Currencyof its 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 drafts under the Letters of Credit; and (Bb) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Company; provided that the no 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, (wv) the Total Revolving Outstandings would exceed the Aggregate CommitmentsRevolving Commitments or, if applicable, the 2005 Senior Note Limit, (xw) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Commitment, (yx) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, (y) the Total Revolving Outstandings denominated in Alternative Currencies would exceed the Alternative Currency Sublimit and or (z) the Outstanding Amount Total Revolving Outstandings in respect of all L/C Obligations denominated in which a Committed Currency Person other than a Domestic Loan Party is primarily obligated would exceed the Committed L/C Currency Designated Borrower Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue (or at such L/C Issuer’s sole option, arrange the issuance of) Letters of Credit denominated in Dollars for the account of Timken the Borrower or any Restricted Subsidiary in Dollars (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued (including by arrangement) for the account of the Borrower or any Committed Currency, Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued (or arranged) by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders under each Revolving Tranche severally agree to participate in Letters of Credit issued (or deemed to have been issuedarranged) under such Revolving Tranche for the account of Timken the Borrower or any Restricted Subsidiary; provided that the no 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 Credit, if as of the date of such L/C Credit Extension, Extension (w) the Total Revolving Credit Outstandings would exceed the Aggregate CommitmentsRevolving Credit Facility, (x) the Total Revolving Credit Outstandings in respect of any Revolving Tranche would exceed such Revolving Tranche, (y) the aggregate Outstanding Amount of the Revolving Credit Loans under any Revolving Tranche of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C ObligationsObligations related to Letters of Credit issued (or arranged) under such Revolving Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such LenderXxxxxx’s Commitment, Revolving Credit Commitment under such Revolving Tranche or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Each letter of credit issued or arranged by an L/C Issuer on account of this Agreement shall conclusively constitute a Letter of Credit issued or arranged in accordance with the terms and conditions of this Agreement.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars for the account of Timken or the Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary in Dollars or any Committed Currency, of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed pursuant to have been issued) for the account of Timken or any Subsidiarythis Section 2.03; provided that the no 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, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment (or (I) before the Maturity Date for the Series C Revolving Credit Facility, if such Letter of Credit has an expiry date on or after the Maturity Date of the Series C Revolving Credit Facility, the Series A Revolving Credit Exposure, the Series B Revolving Credit Exposure or the Series D Revolving Credit Exposure (after giving effect to the reallocations referred to in Sections 2.03(p) and 2.04(h) as if they occurred on such date) of any Series A Revolving Credit Lender, any Series B Revolving Credit Lender or any Series D Revolving Credit Lender that is not a Defaulting Lender would exceed such Series A Revolving Credit Lender’s Series A Revolving Credit Commitment, Series B Revolving Credit Lender’s Series B Revolving Credit Commitment or Series D Revolving Credit Lender’s Series D Revolving Credit Commitment , respectively or (II) on and after the Maturity Date for the Series C Revolving Credit Facility and before the Maturity Date for the Series D Revolving Credit Facility, if such Letter of Credit has an expiry date on or after the Maturity Date of the Series D Revolving Credit Facility, the Series A Revolving Credit Exposure or the Series B Revolving Credit Exposure (after giving effect to the reallocations referred to in Sections 2.03(q) and 2.04(i) as if they occurred on such date) of any Series A Revolving Credit Lender or any Series B Revolving Credit Lender that is not a Defaulting Lender would exceed such Series A Revolving Credit Lender’s Series A Revolving Credit Commitment or Series B Revolving Credit Lender’s Series B Revolving Credit Commitment, respectively), (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and or (z) (I) before the Outstanding Amount Maturity Date for the Series C Revolving Credit Facility, if such Letter of all L/Credit has an expiry date that is on or after the Maturity Date for the Series C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Revolving Credit Extension Facility, there shall be deemed to Revolving Credit Lenders that are not Defaulting Lenders holding Series A Revolving Credit Commitments, Series B Revolving Credit Commitments and Series D Revolving Credit Commitments in an aggregate amount that is less than the Letter of Credit Sublimit and (II) on and after the Maturity Date for the Series C Revolving Credit Facility and before the Maturity Date for the Series D Revolving Credit Facility, if such Letter of Credit has an expiry date that is on or after the Maturity Date for the Series D Revolving Credit Facility, there shall be a representation by Timken Revolving Credit Lenders that are not Defaulting Lenders holding Series A Revolving Credit Commitments and Series B Revolving Credit Commitments in an aggregate amount that is less than the L/C Letter of Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit subject to the terms hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Initial Borrowing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken the Borrower or any Restricted Subsidiary in Dollars or of the Borrower (provided, that the Borrower hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any Committed Currency, Letters of Credit issued for the account of Restricted Subsidiaries) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken the Borrower or any such Restricted Subsidiary; provided provided, that the no 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, (wx) the Total Outstandings would exceed the Aggregate Commitments, (xy) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Initial Borrowing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from and including the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit Credit, to a Borrower at sight denominated in an Available Currency for the account of Timken a Loan Party, the Company, a Permitted Affiliate Parent or an Affiliate Subsidiary (provided that any Letter of Credit may be for the benefit of any Loan Party, the Company, a Permitted Affiliate Parent, an Affiliate Subsidiary or a Subsidiary of such Loan Party, the Company, a Permitted Affiliate Parent or an Affiliate Subsidiary or may be issued for the joint and several account of a Loan Party, the Company, a Permitted Affiliate Parent, an Affiliate Subsidiary and/or any of their Subsidiaries, in Dollars or any Committed Currency, each case to the extent otherwise permitted by this Agreement) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; Credit and (B) the Participating Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) but shall not, for the account avoidance of Timken or any Subsidiarydoubt, participate in Alternative Letters of Credit) issued pursuant to this Section 2.03; provided that the no 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, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Participating Revolving Credit Lender would exceed such Lender’s Commitment, Participating Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations in respect of Letters of Credit would exceed the applicable Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkena Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken a Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Funding Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the Appropriate L/C IssuerIssuer with respect to such Existing Letter of Credit. Subject to the terms and conditions set forth herein, (A) the each Appropriate L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Funding Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Timken the Borrower or any Subsidiary in Dollars or any Committed 29 Currency, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe Borrower; provided that the no Appropriate L/C Issuer shall not 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, (wx) the Total Outstandings would exceed the Aggregate Commitments, (xy) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s 's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s 's Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s 's Revolving Credit Commitment, or (y) the z)the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timken’s the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.. (ii) No Appropriate L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Appropriate L/C Issuer from issuing such Letter of Credit, or any Law applicable to such Appropriate L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Appropriate L/C Issuer shall prohibit, or request that such Appropriate L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Appropriate L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital 33 requirement (for which such Appropriate L/C Issuer is not otherwise compensated hereunder) not in effect on the Documentation Closing Date, or shall impose upon such Appropriate L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Documentation Closing Date and which such Appropriate L/C Issuer 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 m ore than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date; (C) 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; (D) the issuance of such Letter of Credit would violate one or more policies of such Appropriate L/C Issuer; or (E) such Letter of Credit is in an initial 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, or is to be denominated in a currency other than Dollars or a Committed Currency. (iii) No Appropriate L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such Appropriate 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. 30 (b) Procedures for Issuance and Amendment of Letters of Credit; Auto-

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Facility Expiration Date, to issue Letters of Credit for the account of Timken the Borrower or any Subsidiary in Dollars Restricted Subsidiary, which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitment (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of the Borrower or any Committed CurrencyRestricted Subsidiary on a joint and several basis with such Restricted Subsidiary, but in no event shall any CFC or CFC Holdco be responsible for any amounts drawn on any Letters of Credit issued for the account of the Borrower or a Domestic Subsidiary) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drafts drawings under the Letters of Credit; Credit and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken the Borrower or any Restricted Subsidiary; provided that the no 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 Credit, if as of the date of such L/C Credit Extension, after giving effect to such L/C Credit Extension, (wx) the Total Outstandings would exceed the Aggregate CommitmentsFacility, (xy) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Commitment, Commitment or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all or with respect to any L/C Obligations denominated in a Committed Currency would Issuer, exceed the Committed such L/C Currency Sublimit. Each request by Timken for an L/C Issuer’s Letter of Credit Extension shall be deemed to be a representation by Timken that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceCommitment). Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or been terminated or that have been drawn upon and reimbursed. All Letters of Credit shall be denominated in Dollars; provided, that notwithstanding anything herein to the contrary, no L/C Issuer shall be required to issue trade or commercial letters of credit without its prior written consent.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject terms and subject to the terms and conditions set forth herein, (A) the each L/C Issuer agreesshall (1) subject to Section 2.02(a)(ii)), in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.032.02, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of Timken the Borrower in support of the obligations of the Borrower or any Subsidiary in Dollars or any Committed CurrencyRestricted Subsidiary, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)2.02(b) below, and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken the Borrower in support of the obligations of the Borrower or any Subsidiaryother Loan Party; provided provided, that the each L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Credit Extension, (wx) the Total Outstandings Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate CommitmentsTotal Revolving Loan Commitment at such time, (xy) the aggregate Outstanding Effective Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Proportionate Share of the Outstanding Effective Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Revolving Proportionate Share of the Outstanding Effective Amount of all Swing Line Loans would exceed such Revolving Lender’s Revolving Loan Commitment, or (yz) the Outstanding Effective Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) Sublimit. Each Letter of Credit shall be in a form acceptable to the Outstanding Amount of all applicable L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceIssuer. Within the foregoing limits, and subject to the terms and conditions hereof, Timkenthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, Euros or Sterling for the account of Timken the BorrowersBorrower (or any Restricted Subsidiary so long as athe Borrower is a joint and several co-applicant, and references to a “Borrower” in Dollars or any Committed Currency, this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiarythe relevant Borrower; provided that 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 if, as of the date of such L/C Credit Extension, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Dollar Amount of Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Dollar Amount of Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Loans, would exceed such Lender’s Revolving Credit Commitment, (yx) the Dollar Amount of Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, (y) the aggregate Dollar Amount of Euro Revolving Credit Loans and L/C Obligations in respect of Euro Letters of Credit would exceed the Euro Sublimit and or (z) the Outstanding aggregate Dollar Amount of all Sterling Revolving Credit Loans and L/C Obligations denominated in a Committed Currency respect of Sterling Letters of Credit would exceed the Committed L/C Currency Sterling Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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, Timkenthe relevant Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken suchthe 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; provided that to the extent any Existing Letter of Credit was issued by a Person that is not a party to this Agreement, the obligations of the BorrowersBorrower to the L/C Issuer under this Section 2.03 in respect of such Existing Letter of Credit shall instead be obligations of the BorrowersBorrower to such Person, and such Person shall be entitled to all the rights, remedies and protections set forth in this Agreement and the other Loan Documents in respect of such Existing Letter of Credit as though it were the L/C Issuer.

The Letter of Credit Commitment. (ia) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer each Fronting Bank agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.033.1, (1) from time to time on any Business Day during the period from and including the Closing Date until to but not including the Letter of Credit Expiration Termination Date, to issue Issue Fronted Letters of Credit denominated in Dollars or one or more Foreign Currencies for the account of Timken or each Account Party in accordance with Section 3.2, and (2) to honor drawings under the Fronted Letters of Credit; and the Lenders severally agree to participate in Fronted Letters of Credit issued for the account of such Account Party and any Subsidiary drawings thereunder; (B) each Lender severally agrees, (1) from time to time on any Business Day during the period from and including the Closing Date to but not including the Termination Date, to Issue such Lender’s Pro Rata Share of the Stated Amount of Several Letters of Credit denominated in Dollars or any Committed Currency, one or more Foreign Currencies at the request of and to amend or renew Letters for the account of Credit previously issued by iteach Account Party, in accordance with Section 2.03(b3.2 (except such Letters of Credit as to which it has advised that it is a Participating Bank), and (2) to honor drafts its Pro Rata Share of drawings under the Several Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of Timken or any Subsidiary; provided that the L/C Issuer shall not make any L/C Credit Extension with respect to any Letter of Credit, and no Lender each Fronting Bank who has agreed to front for a Participating Bank under Several Letters of Credit hereby agrees that it shall be obligated severally (and not jointly) liable for an amount equal to participate in any Letter of Credit if as its Pro Rata Share of the date of such L/C Credit Extension, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Stated Amount of the Loans of any Lender, plus such LenderParticipating Bank’s Pro Rata Share of the Outstanding Stated Amount under each Several Letter of all L/C Obligations, plus Credit and each Participating Bank hereby agrees to purchase a risk participation in the obligations of the relevant Fronting Bank under any such LenderSeveral Letter of Credit in an amount equal to such Participating Bank’s Pro Rata Share of the Outstanding Amount Stated Amount; provided that no Letter of all Swing Line Loans Credit shall be Issued at any time if, immediately after giving effect thereto, (A) any Lender’s Revolving Credit Exposure would exceed such Lender’s Revolving Commitment, (yB) the Outstanding sum of the aggregate Revolving Credit Exposures of all Lenders would exceed the Aggregate Revolving Commitments at such time, (C) the Dollar Amount of the L/C Obligations attributable to the Account Party requesting such Issuance exceeds the Borrowing Base of such Account Party at such time, (D) any of the circumstances described in Section 3.1(b) or 3.1(c) shall then exist or (E) the aggregate amount of L/C Exposure would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated Sublimit at such time (provided, however, that, in the sole discretion of a Committed Currency would exceed Fronting Bank for Fronted Letters of Credit, and upon notice of such election to the Committed L/C Currency SublimitLenders, such Fronting Bank may Issue Fronted Letters of Credit notwithstanding this clause (E)). Each request by Timken an Account Party for an L/C the issuance or amendment of a Letter of Credit Extension shall be deemed to be a representation by Timken such Account Party that the L/C Credit Extension Issuance 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, Timken’s the Account Parties’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the Account Parties may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer each Fronting Bank agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateAvailability Period, to issue Fronted Letters of Credit denominated in Dollars or one or more Alternative Currencies for the account of Timken or any Subsidiary in Dollars or any Committed Currencyeach Borrower, and to amend or renew extend Fronted Letters of Credit previously issued by it, in accordance with Section 2.03(bsubsection (b) below, and (2) to honor drawings under the Fronted Letters of Credit; and the Lenders severally agree to participate in Fronted Letters of Credit issued for the account of such Borrower and any drawings thereunder; (B) each Lender severally agrees, (1) from time to time on any Business Day during the Availability Period, to issue, extend and renew in such Lender’s Applicable Percentage, Several Letters of Credit denominated in Dollars or one or more Alternative Currencies at the request of and for the account of each Borrower, in accordance with subsection (b) below (except such Letters of Credit as to which it has advised that it is a Participating Bank), and (2) to honor drafts its Applicable Percentage of drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Several Letters of Credit issued and each Fronting Bank who has agreed to front for a Participating Bank under Several Letters of Credit hereby agrees that it shall be severally (or deemed and not jointly) liable for an amount equal to have been issued) for its Applicable Percentage plus such Participating Bank’s Applicable Percentage under each Several Letter of Credit and each Participating Bank hereby agrees to purchase a risk participation in the account obligations of Timken or the relevant Fronting Bank under any Subsidiarysuch Several Letter of Credit in an amount equal to such Participating Bank’s Applicable Percentage; provided that the L/C Issuer shall not make after giving effect to 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, (w) the Total Outstandings would shall not exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would Obligations shall not exceed such Lender’s Commitment, (y) the Outstanding Amount of the Secured L/C Obligations would of a Borrower shall not exceed the Letter of Credit Sublimit such Borrower’s Borrowing Base, and (z) the Outstanding Amount stated amount of all L/C Obligations Letters of Credit denominated in a Committed an Alternative Currency would plus the aggregate outstanding principal amount of Loans denominated in Alternative Currencies shall not exceed the Committed L/C Alternative Currency Sublimit. Each request by Timken a Borrower for an L/C the issuance or amendment of a Letter of Credit Extension shall be deemed to be a representation by Timken 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, Timken’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Timken the 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.