Common use of The Letter of Credit Commitment Clause in Contracts

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by it; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Subfacility. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Facility at such timeCommitments, (yx) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment Commitment, (subject to y) the discretion Outstanding Revolving Amount of the applicable L/C Obligations of any L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to shall not exceed its Revolving Credit Commitment), such L/C Issuer’s L/C Commitment and (z) the Outstanding Revolver Amount of the all L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.032.03 (including under Section 2.03 of the Original Credit Agreement), (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of and its Subsidiaries, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by it; Credit, and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunderunder this Agreement; provided that (a) after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at Facility, and (b) no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if after giving effect to such timeL/C Credit Extension, (yx) the Revolving Credit Exposure of any Revolving Credit Lender shall not would exceed such Revolving Credit Lender’s Revolving Credit Commitment or (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. For the avoidance of doubt, on the Closing Date, there is no commitment to issue Letters of Credit hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower Company or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower Company for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso provisos to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the any Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x1) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeAggregate Commitments, (y2) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment Commitment, (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z3) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit and (4) the Outstanding Amount of the L/C Obligations under Financial Letters of Credit shall not exceed the Financial Letter of Credit Sublimit. Each request by the Borrower Company for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Funding Date until the Letter of Credit Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Initial Funding Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit denominated in Dollars or one or more Alternative Currencies for the account of the Borrower Company or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Facility at such timeCommitments, (y) the aggregate Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Company or any Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Company or such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s and the applicable Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company or such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the U.S. Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Issuance Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower or any of its SubsidiariesCompany, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection clause (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries Company and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x1) the Total Revolving Outstandings shall not exceed the Revolving Facility, (2) the Total U.S. Revolving Credit Outstandings shall not exceed the U.S. Revolving Credit Facility at such timeFacility, (y3) the aggregate Outstanding Amount of the U.S. Revolving Credit Exposure Loans of any U.S. Revolving Credit Lender Lender, plus such U.S. Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such U.S. Revolving Credit Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its U.S. Revolving Credit Commitment), and (z4) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower Company for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, : (A) each L/C Issuer agrees, in reliance upon the agreements of the 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 Availability Period, and until the Letter of Credit Issuance Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its SubsidiariesSubsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (bSection 2.03(b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Lenders with Revolving Credit Lenders Commitments severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries Subsidiary and any drawings thereunder; provided that provided, that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x1) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Facility at such timeCommitments, (y2) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment Commitment, (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z3) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit and (4) the aggregate outstanding amount of all L/C Obligations of any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment (unless otherwise agreed by such L/C Issuer in its sole discretion). Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit 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 thirty (30) days prior to the Letter of Credit Issuance Expiration Maturity Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its SubsidiariesBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower or any of its Subsidiaries and any drawings thereunder; provided that that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the any Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the any Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Each Existing Letter of Credit is deemed to be a Letter of Credit issued hereunder for all purposes of this Agreement and the other Loan Documents.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) (x) each L/C Issuer agreesagrees to issue Letters of Credit and (y) notwithstanding their respective approval rights under Section 2.03(a)(ii) but subject to the proviso therein, each Extended Letter of Credit Issuer agrees to issue Extended Letters of Credit, in reliance upon the agreements of the 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 Issuance Expiration Date, denominated in Dollars or in one or more Alternative Currencies applicable to issue Letters of Credit such L/C Issuer for the account of the Borrower or any of its SubsidiariesPermitted L/C Party, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries Permitted L/C Party and any drawings thereunder, including Extended Letters of Credit; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xv) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (yw) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment Commitment, (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (zx) the Outstanding Amount of the L/C Obligations in Alternative Currencies shall not exceed the Letter Alternative Currency Sublimit, (y) the aggregate Outstanding Amount of all Financial Letters of Credit Subfacilityand commercial letters of credit at any time shall not exceed (i) other than during the Relief Period, $150,000,000 and (ii) during the Relief Period, $35,000,000 and (z) the Outstanding Amount of L/C Obligations of any L/C Issuer shall not exceed the L/C Issuer Sublimit of such L/C Issuer. Each request by the Borrower or a Permitted L/C Party for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing periodperiod listed in subclause (A)(1) of this Section, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. For the avoidance of doubt, all Letters of Credit outstanding under the Existing Credit Agreement as of the Closing Date for the account of a Permitted L/C Party shall in each case be deemed to have been Letters of Credit issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit 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 Issuance L/C Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its SubsidiariesBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeAggregate Commitments, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilityL/C Sublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower Company or any of its SubsidiariesRestricted Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries Company and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Facility at such timeCommitments, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the aggregate Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower Company for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth hereinherein and in any agreement entered into between Borrower and the applicable L/C Issuer, (A) 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 Issuance Expiration Date, Date to issue Letters of Credit at sight denominated in any Approved Currency for the account of the Borrower or any Subsidiary of its Subsidiaries, the Borrower and to amend amend, renew or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings drafts under the Letters of Credit issued by it; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunderpursuant to this Section 2.03; provided that after giving effect no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not would exceed such LenderXxxxxx’s Revolving Credit Commitment or (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit SubfacilitySublimit. Each request by In addition, (x) the Borrower for the issuance or amendment (including any extension) face amount of a Letter outstanding Letters of Credit issued by any L/C Issuer shall be deemed to be a representation by not exceed such L/C Issuer’s Applicable L/C Fronting Sublimit and (y) in the Borrower that case of the Revolving Credit 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On and after the Closing Date, the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof will be deemed to have been issued on the Closing Date. Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit other Working Capital RC 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 Issuance Expiration Date, to issue Letters of Credit denominated in Dollars on a sight basis for the account of the Borrower or (provided that any Letter of its Subsidiaries, Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings drafts under the Letters of Credit issued by it; and (B) the Revolving Credit Working Capital RC Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunderpursuant to this Section 2.03; provided that after giving effect no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, (y) the Revolving Credit Working Capital RC Exposure of any Revolving Credit Lender shall not would exceed such Lender’s Revolving Credit Working Capital RC Commitment or (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Subfacility. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeAvailable Loan Amount, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Loans of any Revolving Credit Lender plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Facility at such timeCommitments, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agreesIssuers agree, in reliance upon the agreements of the 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 Funding Date until the Letter of Credit Issuance Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Facility at such timeCommitments, (yx) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment Commitment, (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit and (z) the Outstanding Amount of all L/C Obligations and all Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (x) (A) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the Revolving Credit Lenders Applicable Participants set forth in this Section 2.032.05, (1) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Issuance Expiration Date, to issue (i) U.S. Letters of Credit for the account of the Company or its Subsidiaries (excluding the European Borrower and its Subsidiaries) and (ii) European Letters of Credit for the account of either Borrower or any of its their Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders Applicable Participants severally agree to participate in Letters of Credit issued for the account of the relevant Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings aggregate (i) U.S. L/C Exposure shall not exceed the Revolving Credit Facility at such time, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable U.S. L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter Exposure Sublimit, in the case of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment)U.S. Letters of Credit, and (zii) the Outstanding Amount of the European L/C Obligations Exposure shall not exceed the Letter European L/C Exposure Sublimit, in the case of European Letters of Credit, and (y) (i) the total U.S. Revolving Credit SubfacilityExposures shall not exceed the total U.S. Revolving Commitments, in the case of U.S. Letters of Credit, and (ii) the total European Revolving Credit Exposures shall not exceed the total European Revolving Commitments, in the case of European Letters of Credit. Each request by the a Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. All Existing Letters of Credit that are outstanding on the Restatement Effective Date shall be deemed to be “Letters of Credit” issued pursuant to this Agreement under the U.S. Revolving Credit Facility on the Restatement Effective Date and from and after the Restatement Effective Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the 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 applicable Letter of Credit Issuance Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the any Borrower or any of its Subsidiariesrespective Restricted Subsidiaries (other than any Foreign Stock Holding Company), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower or any of its respective Restricted Subsidiaries (other than any Foreign Stock Holding Company) and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the any Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Notwithstanding the foregoing or anything to the contrary contained herein, no L/C Issuer shall be obligated to issue. amend or extend any Letter of Credit if, immediately after giving effect thereto, the outstanding L/C Obligations in respect of all Letters of Credit issued by such L/C Issuer would exceed such Person’s L/C Issuer Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ and their Restricted Subsidiaries’ (other than, for the avoidance of any doubt, any Foreign Stock Holding Company) ability to obtain Letters of Credit (as provided herein) shall be fully revolving, and accordingly the Borrower Borrowers and their Restricted Subsidiaries (other than any Foreign Stock Holding 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 reimbursedreimbursed in accordance with the terms 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) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower Parent or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Parent or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Facility at such timeCommitments, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower Representative for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Furthermore, each Lender acknowledges and confirms that it has a participation interest in the liability of the L/C Issuer under the Existing Letters of Credit in a percentage equal to its Applicable Percentage of the Revolving Loans. 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 the Borrowers’ reimbursement obligations in respect of the Existing Letters of Credit, and each Lender’s obligations in connection therewith, shall be governed by the terms of this Agreement.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (x) (A) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the Revolving Credit Lenders Applicable Participants set forth in this Section 2.032.05, (1) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Issuance Expiration Date, to issue (i) U.S. Letters of Credit for the account of the Company or its Subsidiaries (excluding any European Borrower and its Subsidiaries) and (ii) European Letters of Credit for the account of any Borrower or any of its their Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders Applicable Participants severally agree to participate in Letters of Credit issued for the account of the relevant Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings aggregate (i) U.S. L/C Exposure shall not exceed the Revolving Credit Facility at such time, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable U.S. L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter Exposure Sublimit, in the case of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment)U.S. Letters of Credit, and (zii) the Outstanding Amount of the European L/C Obligations Exposure shall not exceed the Letter European L/C Exposure Sublimit, in the case of European Letters of Credit, and (y) (i) the total U.S. Revolving Credit SubfacilityExposures shall not exceed the total U.S. Revolving Commitments, in the case of U.S. Letters of Credit, and (ii) the total European Revolving Credit Exposures shall not exceed the total European Revolving Commitments, in the case of European Letters of Credit. Each request by the a Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. All Existing Letters of Credit that are outstanding on the Restatement Effective Date shall be deemed to be “Letters of Credit” issued pursuant to this Agreement under the Revolving Credit Facility indicated on Schedule 2.05 on the Restatement Effective Date from and after the Restatement Effective Date and shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the 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 Draw Date until the Letter of Credit Issuance Expiration Date, to issue Letters of Credit for the account of the a Borrower or any Restricted Subsidiaries of its SubsidiariesParent, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by it; Credit, and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the a Borrower or any Restricted Subsidiaries of its Subsidiaries Parent and any drawings thereunder; provided that (a) after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at Facility, and (b) no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if after giving effect to such timeL/C Credit Extension, (yx) the Revolving Credit Exposure of any Revolving Credit Lender shall not would exceed such Revolving Credit Lender’s Revolving Credit Commitment or (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower Representative for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower Representative that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Existing Letters of Credit shall be deemed to be Letters of Credit for all purposes under this Agreement, without any further action by a Borrower, any L/C Issuer or any other Person.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (yx) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Credit Commitment Commitment, (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit and (z) the Total Revolving Credit Outstandings denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Facility at such timeCommitments, (x) prior to a Borrowing Base Termination Event, the Borrower shall be in compliance with the Borrowing Base then in effect, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (1I) from time to time on any Business Day during the period from the Closing Effectiveness Date until the Letter of Credit Issuance Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection clause (b) below, and (2II) to honor compliant drawings under the Letters of Credit issued by it; Credit, and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that provided, that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x1) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Facility at such timeCommitments, (y2) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z3) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Furthermore, each Revolving Lender acknowledges and confirms that it has a participation interest in the liability of each applicable L/C Issuer under the Existing Letters of Credit in a percentage equal to its Applicable Percentage of the Revolving Loans. The Borrower’s reimbursement obligations in respect of the Existing Letters of Credit, and each Revolving Lender’s obligations in connection therewith, shall be governed by the terms of this Agreement.

The Letter of Credit Commitment. (i1) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the aggregate Revolving Credit Facility at such timeCommitments of the Revolving Credit Lenders, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit 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 Issuance Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings drafts under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunderBorrower; provided that after giving effect the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Revolving Credit Outstandings shall not would exceed the Aggregate Revolving Credit Facility at such timeCommitments, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender shall not 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 's Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Subfacility. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On and after the Closing Date, the Existing Letters of Credit for purposes hereof will be deemed to have been issued on the Closing Date under the Revolving Credit Facility. Subject to the terms and conditions set forth herein, (A) 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 Date until the Letter of Credit Issuance Expiration Date, to issue Letters of Credit denominated in Dollars on a sight basis for the account of the Borrower or (provided that any Letter of its Subsidiaries, Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings drafts under the Letters of Credit issued by it; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunderpursuant to this Section 2.03; provided that after giving effect no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not would exceed such Lender’s Revolving Credit Commitment or (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Subfacility. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On and after the Closing Date, each Existing Letter of Credit will constitute a Letter of Credit under this Agreement and for purposes hereof will be deemed to have been issued on the Closing Date. Subject to the terms and conditions set forth herein, (A) 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 Issuance Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower Company (provided that any Letter of Credit may be for the benefit of Holdings or any Subsidiary of its Subsidiaries, the Company) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings drafts under the Letters of Credit issued by it; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunderpursuant to this Section 2.03; provided that after giving effect 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 to the extent that, as of the date of such L/C Credit Extension, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, (y) amount of the Revolving Credit Exposure of any Revolving Credit Lender shall not would exceed such Lender’s Revolving Credit Commitment or (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Subfacility. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by it; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, (yx) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment Commitment, (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit, and (z) the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by any L/C Issuer shall not exceed 50% in the aggregate of the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its SubsidiariesBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by it; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the a Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Outstanding Amount of all outstanding L/C Obligations in respect of Letters of Credit issued by any L/C Issuer shall not exceed the applicable L/C Issuer’s Letter of Credit Commitment, (w) no Lender shall have a Maximum Fronting Availability that is less than zero without its written consent, (x) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Facility at such timeCommitments, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the a Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon upon, among other things, the agreements of the Revolving Credit Borrower and the 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 Issuance Expiration Date, to issue Letters of Credit denominated in Dollars, Canadian Dollars, Euros, Pounds Sterling or Australian Dollars, subject, in each case, to the ability of such L/C Issuer to issue Letters of Credit in such currency, for the account of the Borrower or any its subsidiaries (subject to the approval of its Subsidiariesthe applicable subsidiary by the applicable L/C Issuer), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Utilization of Revolving Credit Outstandings Commitments shall not exceed the Revolving Credit Facility at such timeCommitments then in effect, (yx) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations with respect to Letters of Credit Commitment (subject to the discretion of the applicable issued by any L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to shall not exceed its Revolving Credit Commitment), such L/C Issuer’s Individual L/C Sub-Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged that each of the letters of credit described on Schedule 2.3(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other 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 Issuance Expiration Date, to issue Letters of Credit denominated in Dollars and any Alternate Currency for the account of the Borrower or any of its Subsidiaries, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.04(b), and (2) to honor compliant drawings drafts under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunderBorrower; provided provided, that after giving effect 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 or after giving effect thereto, (w) the Total Revolving Outstandings would exceed the Aggregate Revolving Credit Commitments, (x) the Total Revolving Outstandings of any Lender would exceed such Xxxxxx’s Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeCommitment, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Subfacility. Each request by Sublimit or (z) the Borrower for aggregate available amount of the issuance or amendment (including any extension) of a Letter Letters of Credit shall be deemed to be a representation issued by the Borrower that the such L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceIssuer would exceed such L/C Issuer’s L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its domestic Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeLine Cap, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) i. Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03Section, (1) from time to time on any Business Day during the period from the Closing Amendment Effective Date until the Letter of Credit Issuance Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its SubsidiariesBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (yx) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment Commitment, (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit and (z) Overall Excess Availability shall be greater than $0. Each request by the a Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ia) Subject to the terms and conditions set forth herein, (Ai) each the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit other Lenders set forth in this Section 2.03Article 3, (1A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Issuance Expiration Maturity Date, to issue Letters of Credit denominated in US Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 3.2, and (2B) to honor compliant drawings under the Letters of Credit issued by it; and (Bii) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeAggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans made by any Lender, plus such Lender’s Commitment Percentage of any Revolving Credit Lender the Outstanding Amount of all L/C Obligations plus such Lender’s Commitment Percentage of the Outstanding Amount of all Swingline Loans shall not exceed the amount of such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the aggregate Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and L/C Obligations denominated in Alternative Currencies shall not exceed the Letter of Credit SubfacilityAlternative Currency Sublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Letters of Credit may be issued in an aggregate amount up to the amount of the Aggregate Commitments and, accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and, from and after the Closing Date, shall be subject to and governed by the terms and conditions hereof; without limiting the foregoing, each Lender shall be deemed to have purchased from the L/C Issuer a risk participation in each Existing Letter of Credit on the Closing Date pursuant to Section 3.2(b).

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Revolver 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Revolver Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Revolver Outstandings shall not exceed the Revolving Credit Facility at such timeAggregate Commitments, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Revolving Credit Lender Revolver Lender, plus such Revolver Lender’s Revolver Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Revolver Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue or cause to be issued Letters of Credit for the account of the any Domestic Borrower or any of its SubsidiariesDomestic Credit Party, and to amend or extend Letters of Credit previously issued or caused to be issued by it, in accordance with subsection (b) below, and (2) to honor compliant or cause to be honored drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the any Domestic Borrower or any of its Subsidiaries Domestic Credit Party and any drawings thereunder; provided thereunder so long as that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) Overall Excess Availability would be greater than $0, (x) the Total Revolving Credit Outstandings shall would not exceed the Revolving Credit Facility at such timeFacility, (y) the no Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to shall exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower Representative for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower Domestic Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Domestic Borrowers and Domestic Credit Parties’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Domestic Borrowers and Domestic Credit Parties may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its SubsidiariesSubsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by it; Credit, and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries Subsidiary and any drawings thereunder; provided that after giving effect to on the date of any L/C Credit Extension with respect to any Letter of CreditCredit and after giving effect thereto (v) the aggregate amount available to be drawn under all Letters of Credit issued by the applicable L/C Issuer issuing such Letter of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitment (provided, that any L/C Issuer may, following a request from the Borrower each in its sole discretion, issue Letters of Credit in an aggregate available amount in excess of such L/C Issuer’s Letter of Credit Commitment so long as the Outstanding Amount of all L/C Obligations shall not exceed the Letter of Credit Sublimit), (xw) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (yx) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit 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 shall not exceed such Lender’s Revolving Credit Commitment Commitment, (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit and (z) the Outstanding Amount of L/C Obligations denominated in any Alternative Currency shall not exceed $30,000,000. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to On the terms and subject to the conditions set forth herein, (A) each the L/C Issuer agreesIssuer, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.032.02, (1) shall from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Issuance Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower in support of the obligations of the Borrower or any of its Subsidiariesother Loan Party, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to shall honor compliant drawings drafts under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower in support of the obligations of the Borrower or any of its Subsidiaries and any drawings thereunderother Loan Party; provided that after giving effect the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations would exceed the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility Loan Commitment at such time, (y) the aggregate Effective Amount of the Revolving Credit Exposure Loans of any Lender, plus such Lender’s Revolving Credit Lender shall not Proportionate Share of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Loan Commitment), and or (z) the Outstanding Effective Amount of the L/C Obligations shall not would exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed in a form acceptable to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceIssuer. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of Borrower and the Revolving Credit Lenders set forth in this Section 2.032.3, (1) from time to time on any Business Day during the period from the Closing Funding Date until at least thirty days prior to the Letter of Credit Issuance Expiration Date, to issue Letters of Credit denominated in Dollars or in Canadian Dollars for the account of the Borrower or any of its SubsidiariesGuarantor, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings complying presentations under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries the Guarantors and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the L/C Obligations with respect to all Letters of Credit issued by each L/C Issuer shall not exceed such L/C Issuer’s Letter of Credit Issuance Commitment, (x) the Total Utilization of Revolving Credit Outstandings Commitments shall not exceed the Revolving Credit Facility at such timeCommitments then in effect, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Lender, plus such Revolving Credit Lender Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and fully reimbursed. Notwithstanding anything in this Section 2.3 or otherwise herein to the contrary, Xxxxxxx Xxxxx Bank USA (i) shall not be obligated to issue a Letter of Credit with more than one beneficiary or to Persons outside of the United States or Canada; (ii) shall not be required to have outstanding more than fifteen (15) Letters of Credit; (iii) shall not be required to issue a Letter of Credit without a final expiry date that is prior to the Letter of Credit Expiration Date; and (iv) shall not be required to issue Letters of Credit or accept demands under Letters of Credit made by SWIFT message. Notwithstanding anything in this Section 2.3 or otherwise herein to the contrary, Bank of America (i) shall not be obligated to issue a Letter of Credit with more than one beneficiary or to Persons outside of the United States or Canada; and (ii) shall not be required to issue a Letter of Credit without a final expiry date that is prior to the Letter of Credit Expiration Date.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such LenderXxxxxx’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth hereinin this Agreement, (Aa) each L/C Issuer agreesfrom the Closing Date through and including the Maturity Date, in reliance upon the agreements Bank shall issue Letters of Credit as the Revolving Credit Lenders set forth in this Section 2.03, (1) applicable Borrower may from time to time on any Business Day during the period request and (b) from the Closing Date until through and including the Letter of Credit Issuance Expiration Date, to issue the Bank shall take such Letter of Credit Actions (other than issuing Letters of Credit) as such Borrower may from time to time request; provided, however, that the Letter of Credit for Usage shall not exceed $15,000,000 at any time. Unless consented to by the account Bank, no Letter of Credit may have an expiration date more than one hundred fifty (150) days after the Borrower or any date of its Subsidiariesissuance or last renewal; provided, and to amend or extend Letters however, that no Letter of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under shall have an expiration date after the Letters Letter of Credit issued by it; and (B) Expiration Date. Notwithstanding the Revolving Credit Lenders severally agree to participate in Letters foregoing, if any Letter of Credit issued for remains outstanding after the account Letter of Credit Expiration Date, the applicable Borrower shall, not later than the Letter of Credit Expiration Date, deposit cash in an amount equal to such Letter of Credit Usage in a Letter of Credit Cash Collateral Account. The Bank shall have no obligation to take any Letter of Credit Action if (i) any order, judgment or decree of any of Governmental Authority or arbitrator shall by its Subsidiaries and any drawings thereunder; provided that after giving effect terms purport to any L/C Credit Extension with respect to any enjoin or restrain the Bank from issuing such Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeor any law, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject rule or regulation applicable to the discretion Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Bank shall prohibit, or request that the Bank refrain from, the issuance of letters of credit generally or such Letter of Credit that would cause its Revolving Credit Exposure in particular or shall impose upon the Bank with respect to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the such Letter of Credit Subfacility. Each request by any restriction, reserve or capital requirement (for which the Borrower for Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Bank in good xxxxx xxxxx material to it; or (ii) the issuance or amendment (including any extension) of a such Letter of Credit shall be deemed would violate one or more policies of the Bank applicable to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedcredit generally.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.032.2, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its SubsidiariesSubsidiaries that are Guarantors, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries that are Guarantors and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings Exposure of all Lenders shall not exceed the Revolving Credit Facility at such timelesser of the aggregate amount of the Commitments of the Lenders and the Borrowing Base, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerXxxxxxxx’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders and the Performance Letter of 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 Issuance Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its SubsidiariesPermitted L/C Party, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders and the Performance Letter of Credit Lenders, as applicable, severally agree to participate in Letters of Credit issued under the applicable Facility for the account of the Borrower or any of its Subsidiaries Permitted L/C Party and any drawings thereunder; provided that (i) after giving effect to any L/C Credit Extension with respect to any Letter of CreditCredit under the Revolving Credit Facility, (xw) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (yx) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s 's Revolving Credit Commitment and (subject y) the Outstanding Amount of L/C Obligations with respect to Financial Letters of Credit and Commercial Letters of Credit in the discretion aggregate shall not exceed the Financial/Commercial Letter of Credit Sublimit, (ii) after giving effect to any L/C Credit Extension with respect to any Letter of Credit under the Performance Letter of Credit Facility, (x) the Total Performance Letter of Credit Exposure shall not exceed the Performance Letter of Credit Facility and (y) the Performance Letter of Credit Exposure of any Performance Letter of Credit Lender shall not exceed such Lender's Performance Letter of Credit Commitment, and (iii) after giving effect to any L/C Credit Extension, the aggregate amount available to be drawn under all Letters of Credit issued by the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a issuing such Letter of Credit that would cause its Revolving Credit Exposure to shall not exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the such L/C Obligations shall not exceed the Issuer's Letter of Credit SubfacilityCommitment (provided, that any L/C Issuer may, following a request from the Borrower, in its sole discretion issue Letters of Credit in an aggregate available amount in excess of such L/C Issuer's Letter of Credit Commitment so long as the other conditions thereto are satisfied). Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant to the Revolving Credit Facility hereunder, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by it; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, (yx) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment Commitment, (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit and (z) the Outstanding Amount of the L/C Obligations with respect to the Letters of Credit issued by Bank of America or JPMorgan Chase Bank, N.A., as applicable, shall not exceed 50% of the Letter of Credit Sublimit at such time. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit in Dollars for the account of the any Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the such Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the lesser of (I) the Aggregate Revolving Credit Facility Commitments less the Availability Block and (II) the Borrowing Base at such time, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the a Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each 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 Amendment Effective Date until the Letter of Credit Issuance L/C Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the lesser of (A) the Aggregate Revolving Credit Facility at such timeCommitments then in effect and (B) the Borrowing Base then in effect, (y) the Revolving Credit Lender Exposure of any Revolving Credit Lender shall not exceed the lesser of (A) such Revolving Lender’s Revolving Credit Commitment then in effect and (subject B) an amount equal to the discretion product of such Revolving Lender’s Applicable Revolving Percentage multiplied by the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment)Borrowing Base then in effect, and or (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilityL/C Sublimit then in effect. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Amendment Effective Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit 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 Issuance L/C Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x1) the Total Outstanding Amount of Revolving Credit Outstandings Loans and L/C Obligations shall not exceed the Revolving Credit Facility at such timetotal Commitments, (y2) the aggregate Outstanding Amount of Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z3) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilityL/C Sublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

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

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth hereinherein and other terms and conditions that the Issuing Lender may reasonably require, (A) each L/C Issuer the Issuing Lender agrees, in reliance upon the agreements of the Revolving Credit 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 Issuance Expiration Date, to issue standby Letters of Credit in Dollars or in one or more Alternative Currencies for the account of the Borrower or any or, subject to the terms of its SubsidiariesSection 2.3(j), certain Subsidiaries of the Borrower, and to amend or extend Letters of Credit previously issued by it, in each case in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by it; below and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any or, subject to the terms of its Section 2.3(j), certain Subsidiaries and any drawings thereunderof the Borrower; provided provided, however, that after giving effect to any L/C Credit Extension with respect to the issuance of any Letter of Credit, Credit (x1) the Total sum of the Dollar Equivalent amount of aggregate principal amount of outstanding Revolving Credit Outstandings Loans plus the Dollar Equivalent amount of the aggregate principal amount of outstanding LOC Obligations shall not exceed the Revolving Credit Facility at such timeCommitted Amount, (y2) with respect to each individual Revolving Lender, the sum of the aggregate principal amount of outstanding Revolving Credit Exposure Loans of any such Revolving Credit Lender plus such Revolving Lender’s pro rata share of the aggregate amount of LOC Obligations shall not exceed such Revolving Lender’s Revolving Credit Commitment (subject to the discretion Percentage of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), Committed Amount and (z3) the Outstanding Amount Dollar Equivalent of the L/C aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Letter of Credit Subfacility. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceLOC Committed Amount. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit 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 Issuance Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower or any of its SubsidiariesBorrower, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeCommitment, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the a Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the a Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the a Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the a Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Restatement Effective Date until the Letter of Credit Issuance Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its other Restricted Subsidiaries, and to amend or extend Letters of Credit in Dollars previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its other Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (y) the Revolving Credit Exposure of any Revolving Credit each Lender shall not exceed such LenderXxxxxx’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

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

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Facility at such timeCommitments, (yx) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.032.2, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its SubsidiariesBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower or any of its Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings Exposure of all Lenders shall not exceed the Revolving Credit Facility lesser of (I) the aggregate amount of the Commitments of the Lenders and (II) the Borrowing Base, in each case in effect at such time, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower Representative for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ia) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in in(i) reliance upon the agreements of the U.S. Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Issuance Expiration Date, to issue Letters of Credit under the U.S. Revolving Credit Facility up to its L/C Commitment for the account of the U.S. Borrower (or any to the U.S. Borrower for the benefit of its Subsidiariesa Subsidiary), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the U.S. Borrower (or any to the U.S. Borrower for the benefit of its Subsidiaries a Subsidiary) and any drawings thereunderthereunder (pro rata in accordance with the Applicable Adjusted Percentage of such Revolving Credit Lenders); provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xA) the Total Revolving Credit Outstandings Availability Conditions shall not exceed the Revolving Credit Facility at such timebe satisfied, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (zB) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit and (C) the Outstanding Amount of the Alternative Currency L/C Obligations shall not exceed the - 99- CG&R Draft Current date: 03/02/2023 10:05 AM 63515514v23CG&R Draft Current date: 03/01/2023 4:17 PM 70014411v6 Alternative Currency Letter of Credit Sublimit; provided, further, that (A) the Euros Outstanding shall not exceed the Euro Sublimit, (B) the Sterling Outstanding shall not exceed the Sterling Sublimit and (C) the Yen Outstanding shall not exceed the Yen Sublimit at any time. Each request by the U.S. Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the U.S. Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the U.S. Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the U.S. Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto as Letters of Credit, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. No L/C Issuer shall issue any Letter of Credit if:(ii) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit(A) would occur more than twelve months after the date of issuance or last extension, unless the Administrative Agent and such L/C Issuer have approved such expiry date (which may be delivered electronically); or the expiry date of such requested Letter of Credit would occur after the Letter of(B) Credit Expiration Date, unless all the U.S. Revolving Credit Lenders (excluding Defaulting Lenders) and such L/C Issuer have approved such expiry date. Notwithstanding the provisions of this Section 2.03(a)(ii)(A), the Administrative Agent has(C) permitted the U.S. Borrower to issue a letter of credit in the amount of MXN 34,173,688.16, for benefit of its subsidiary Industrias Atlas Hydraulics, S. de X.X. de C.V., in support of such subsidiary’s obligations to Banco Nacional de Mexico, S.A., member of the Banamax Financial Group, with an expiry date of February 21, 2019. No L/C Issuer shall be under any obligation to issue any Letter of Credit if:(iii) any order, judgment or decree of any Governmental Authority or arbitrator shall(A) 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, but if not having the force of law, then being one with which the L/C Issuer would customarily comply) 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; the issuance of such Letter of Credit would violate one or more policies of such(B) L/C Issuer applicable to letters of credit generally; -100- CG&R Draft Current date: 03/02/2023 10:05 AM 63515514v23CG&R Draft Current date: 03/01/2023 4:17 PM 70014411v6

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters one or more (x) letters of credit (in the applicable amount set forth opposite its name on Schedule 2.01, subject to the Letter of Credit Sublimit) provided to the Collateral Agent to satisfy the then-current Debt Service Reserve Account Required Balance on behalf of Borrower in the form provided in Exhibit U (each such letter of credit, a “Reserve Letter of Credit”), and (y) standby letters of credit providing for the payment of cash upon the honoring of a presentation thereunder (in the applicable amount set forth opposite its name on Schedule 2.01, subject to the Letter of Credit Sublimit) for the account of the Borrower or any its Subsidiaries (each such letter of its Subsidiariescredit, a “Project Letter of Credit”), and in each case to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of CreditExtension, (x) the Total Revolving Credit PURSUANT TO 17 C.F.R. SECTION 200.83 Outstandings shall not exceed the Revolving Credit Facility at such timeCommitment, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Subsidiariesanother Loan Party, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection clause (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries another Loan Party and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility Aggregate Commitments less any amounts repaid pursuant to Section 2.12(a)(v) and not permitted to be reborrowed as set forth in Section 2.13(d) at such time, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit less any amounts repaid pursuant to Section 2.12(a)(v) and not permitted to be reborrowed as set forth in Section 2.13(d) at such time. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Subsidiariesother Loan Party, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries other Loan Party and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x1) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, lesser of (x) the Aggregate Commitments or (y) the Revolving Credit Exposure Borrowing Base then in effect, (2) the aggregate Outstanding Amount of the Loans of any Revolving Credit Lender Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit 's Commitment), and (z3) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (11I) from time to time on any Business Day during the period from the Closing Effectiveness Date until the Letter of Credit Issuance Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection clause (b) below, and (22II) to honor compliant drawings under the Letters of Credit issued by it; Credit;, and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that provided, that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xx1) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Facility at such timeCommitments, (yy2) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (zz3) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.. Furthermore, each Revolving Lender acknowledges and confirms that it has a participation interest in the liability of each applicable L/C Issuer under the Existing Letters of Credit in a percentage equal to its Applicable Percentage of the Revolving Loans. The Borrower’s reimbursement obligations in respect of the Existing Letters of Credit, and each Revolving Lender’s obligations in connection therewith, shall be governed by the terms of this Agreement. (ii)No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the Requisite Revolving Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date. (iii)No L/C Issuer shall be under any obligation to issue any Letter of Credit if:

The Letter of Credit Commitment. (i1) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account 140812225 v1 of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Maximum Borrowing Amount at the time of such L/C Credit Facility at such timeExtension, (y) the Revolving Credit Exposure of any such Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.033.1, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Issuance Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Total Revolving Credit Facility at such timeCommitment, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender's Applicable Commitment Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender's Applicable Commitment Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its 's Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly accordingly, among other things, 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, subject to Section 3.1(j), from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period Availability Period, from the Closing Date until the Letter of Credit Issuance Expiration Date, to issue Letters of Credit denominated in Dollars or one or more Alternative Currencies for the account of the Borrower Company or its Subsidiaries (other than any Foreign Subsidiary domiciled in a jurisdiction where the L/C Issuer is prohibited from issuing a Letter of its SubsidiariesCredit or would be required to obtain any license, permit or approval from any Governmental Authority to issue a Letter of Credit), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection clause (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or any of its Subsidiaries and any drawings thereunder; provided that provided, that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower pursuant to Section 2.03(b)(i) for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such LenderXxxxxx’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

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

The Letter of Credit Commitment. (i) Subject i)Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit 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 Issuance Expiration Date, to issue Letters of Credit in Dollars for the account of the a Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the a Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xv) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (yw) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment Commitment, (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (zx) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit, (y) the Total Outstandings shall not exceed the Aggregate Commitments plus the Outstanding Amount of all Term Loans, and (z) the Total Credit Exposure of any Lender shall not exceed such Lender’s Commitment plus such Lender’s Applicable Percentage of the Term Facility. Each request by the any Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the any Borrower or any of its SubsidiariesSubsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.04(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries the Borrowers and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeAggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Loan Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Administrative Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Each Letter of Credit Application shall be prepared and signed by the Administrative Borrower; provided, however, that the Administrative Borrower shall be permitted to designate any Borrower, Subsidiary or other third party as the account party for the requested Letter of Credit, although, notwithstanding such designation, the Borrowers shall be the actual account party for all purposes of this Agreement for such Letters of Credit and such designation shall not affect the Borrowers’ reimbursement obligations hereunder with respect to such Letter of Credit.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any member of its Subsidiariesthe Consolidated Group, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the lesser of (I) the Aggregate Revolving Credit Facility at such timeCommitments and (II) the Borrowing Base then in effect, (y) without duplication, the aggregate Outstanding Amount of the Committed Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.. QB\033578.02011\28349393.9

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance (among other things) upon the agreements of the 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 Fourth Restatement Effective Date until the Letter of Credit Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its SubsidiariesBorrowers, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (bSection 2.03(b) below, and (2) to honor compliant drawings under the Letters of Credit issued by it; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries Borrowers and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings Exposure shall not exceed the Revolving Credit Facility at such timeLoan Cap, (y) the Revolving Credit Exposure of any Revolving Credit each Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit; provided, further, that no L/C Issuer shall be required to issue any Letter of Credit that is not a Standby Letter of Credit. Each request by the Lead Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth hereinof this Agreement, (A) each L/C Issuer agreesthe Administrative Agent and Revolving Lenders agree to incur, in reliance upon the agreements of the 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 prior to the Letter of Credit Issuance Expiration Date, to issue Letters upon the request of Credit the Borrower Representative and for the account of the Borrower or any a Borrower, Letter of its Subsidiaries, and to amend or extend Credit Obligations by causing Letters of Credit previously to be issued in Dollars by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by it; and (Bi) the Administrative Agent (or an Affiliate thereof), (ii) a Revolving Credit Lenders severally agree Lender (or an Affiliate thereof) selected by or acceptable to participate the Administrative Agent or (iii) a bank or other legally authorized Person selected by or acceptable to the Administrative Agent in Letters its sole discretion and guaranteed by the Administrative Agent (a “L/C Guaranty”) (each of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder(i) through (iii), an “L/C Issuer”); provided that after giving effect to the incurrence of any L/C Letter of Credit Extension Obligation with respect to any Letter of Credit, (x) the Total total Revolving Credit Outstandings Exposures shall not exceed the total Revolving Credit Facility at such timeCommitments, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the total L/C Obligations Exposures shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower Representative for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to in the preceding sentence. Each Revolving Lender shall be deemed to have, and hereby agrees to have, irrevocably purchased risk participations in all such Letters of Credit Obligations incurred and any drawings in connection therewith. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerBorrower Representative’s ability to obtain Letters of Credit for the account of any Borrower or any Domestic Subsidiary of any Borrower shall be fully revolving, and accordingly the Borrower Representative may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance L/C Expiration Date, to issue Letters of Credit Credit, including IRB LOCs, for the account of the Borrower or any of its SubsidiariesBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowbelow and otherwise subject to compliance with this Section 2.03, and (2) to honor compliant drawings properly drawn under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries Borrowers and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeAggregate Commitments, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit and, in addition, with respect to the L/C Issuer, the Outstanding Amount of the L/C Obligations relating to Letters of Credit issued by such L/C Issuer shall not exceed the Letter of Credit Sublimit applicable to such L/C Issuer. Each request by the Borrower Borrowers for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. This Agreement shall be the “Reimbursement Agreement” referred to in the IRB LOCs. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Revolver Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Revolver Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Revolver Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Revolver Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Revolver Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Revolver Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Wholly-Owned Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit; provided, however, in no event shall any L/C Issuer or any of its affiliates or designees be required to issue (x) any commercial Letters of Credit issued by it; hereunder or (y) Letters of Credit in excess of its L/C Issuer Cap, and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Wholly-Owned Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the aggregate Revolving Credit Facility at such timeCommitments, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such LenderXxxxxx’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the immediately preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (x) (A) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the Revolving Credit Lenders Applicable Participants set forth in this Section 2.032.05, (1) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Issuance Expiration Date, to issue (i) U.S. Letters of Credit for the account of the Company or its Subsidiaries (excluding the European Borrower and its Subsidiaries) and (ii) European Letters of Credit for the account of any Borrower or any of its their Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders Applicable Participants severally agree to participate in Letters of Credit issued for the account of the relevant Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings aggregate (i) U.S. L/C Exposure shall not exceed the Revolving Credit Facility at such time, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable U.S. L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter Exposure Sublimit, in the case of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment)U.S. Letters of Credit, and (zii) the Outstanding Amount of the European L/C Obligations Exposure shall not exceed the Letter European L/C Exposure Sublimit, in the case of European Letters of Credit, and (y) (i) the total U.S. Revolving Credit SubfacilityExposures shall not exceed the total U.S. Revolving Commitments, in the case of U.S. Letters of Credit, and (ii) the total European Revolving Credit Exposures shall not exceed the total European Revolving Commitments, in the case of European Letters of Credit. Each request by the a Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. All Existing Letters of Credit that were outstanding on the Sixth Restatement Effective Date were deemed to be “Letters of Credit” issued pursuant to this Agreement under the U.S. Revolving Credit Facility and the European Revolving Credit Facility on the Sixth Restatement Effective Date from and after the Sixth Restatement Effective Date and shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the WC Revolving Credit Lenders set forth in this Section 2.032.11, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its SubsidiariesBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the WC Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total WC Revolving Credit Outstandings Exposure of all Lenders shall not exceed the lesser of the Aggregate WC Revolving Credit Facility at such timeLoan Commitment and the Available WC Revolving Amount, (y) the WC Revolving Credit Exposure of any WC Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its WC Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower Borrowers or any of its their Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrowers or any of its their Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Facility at such timeCommitments, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower Borrowers for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.032.03(a)(i), (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Issuance Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its domestic Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any member of its Subsidiariesthe Consolidated Group, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the lesser of (I) the Aggregate Revolving Credit Facility at such timeCommitments and (II) the Borrowing Base then in effect, less all Unsecured Debt other than the Obligations, (y) without duplication, the aggregate Outstanding Amount of the Committed Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Revolving Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s 's Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth hereinin this Agreement, (Aa) each L/C Issuer agreesfrom the Closing Date through and including the Maturity Date, in reliance upon the agreements Bank shall issue Letters of Credit as the Revolving Credit Lenders set forth in this Section 2.03, (1) applicable Borrower may from time to time on any Business Day during the period request and (b) from the Closing Date until through and including the Letter of Credit Issuance Expiration Date, to issue the Bank shall take such Letter of Credit Actions (other than issuing Letters of Credit) as such Borrower may from time to time request; provided, however, that the Letter of Credit for Usage shall not exceed $25,000,000 at any time. Unless consented to by the account Bank, no Letter of Credit may have an expiration date more than one hundred fifty (150) days after the Borrower or any date of its Subsidiariesissuance or last renewal; provided, and to amend or extend Letters however, that no Letter of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under shall have an expiration date after the Letters Letter of Credit issued by it; and (B) Expiration Date. Notwithstanding the Revolving Credit Lenders severally agree to participate in Letters foregoing, if any Letter of Credit issued for remains outstanding after the account Letter of Credit Expiration Date, the applicable Borrower shall, not later than the Letter of Credit Expiration Date, deposit cash in an amount equal to such Letter of Credit Usage in a Letter of Credit Cash Collateral Account. The Bank shall have no obligation to take any Letter of Credit Action if (i) any order, judgment or decree of any of Governmental Authority or arbitrator shall by its Subsidiaries and any drawings thereunder; provided that after giving effect terms purport to any L/C Credit Extension with respect to any enjoin or restrain the Bank from issuing such Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeor any law, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject rule or regulation applicable to the discretion Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Bank shall prohibit, or request that the Bank refrain from, the issuance of letters of credit generally or such Letter of Credit that would cause its Revolving Credit Exposure in particular or shall impose upon the Bank with respect to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the such Letter of Credit Subfacility. Each request by any restriction, reserve or capital requirement (for which the Borrower for Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Bank in good xxxxx xxxxx material to it; or (ii) the issuance or amendment (including any extension) of a such Letter of Credit shall be deemed would violate one or more policies of the Bank applicable to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedcredit generally.

The Letter of Credit Commitment. (iii) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its SubsidiariesBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by it; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the a Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Outstanding Amount of all outstanding L/C Obligations in respect of Letters of Credit issued by any L/C Issuer shall not exceed the applicable L/C Issuer’s Letter of Credit Commitment, (w) no Lender shall have a Maximum Fronting Availability that is less than zero without its written consent, (x) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Facility at such timeCommitments, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the a Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.032.2, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its SubsidiariesBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings Exposure of all Lenders shall not exceed the Revolving Credit Facility at such timeaggregate amount of the Commitments of the Lenders, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such LenderXxxxxx’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerXxxxxxxx’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period[***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. period from the Closing Date until the Letter of Credit Expiration Date, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings at such time shall not exceed the Revolving Credit Facility at such time, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender's Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender's Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its 's Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations at such time shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (x) (A) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the Revolving Credit Lenders Applicable Participants set forth in this Section 2.032.05, (1) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Issuance Expiration Date, to issue (i) U.S. Letters of Credit for the account of the Company or its Subsidiaries (excluding any European Borrower and its Subsidiaries) and (ii) European Letters of Credit for the account of any Borrower or any of its their Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders Applicable Participants severally agree to participate in Letters of Credit issued for the account of the relevant Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings aggregate (i) U.S. L/C Exposure shall not exceed the Revolving Credit Facility at such time, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable U.S. L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter Exposure Sublimit, in the case of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment)U.S. Letters of Credit, and (zii) the Outstanding Amount of the European L/C Obligations Exposure shall not exceed the Letter European L/C Exposure Sublimit, in the case of European Letters of Credit, and (y) (i) the total U.S. Revolving Credit SubfacilityExposures shall not exceed the total U.S. Revolving Commitments, in the case of U.S. Letters of Credit, and (ii) the total European Revolving Credit Exposures shall not exceed the total European Revolving Commitments, in the case of European Letters of Credit. Each request by the a Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. All Existing Letters of Credit that are outstanding on the Restatement Effective Date shall be deemed to be “Letters of Credit” issued pursuant to this Agreement under the U.S. Revolving Credit Facility and the European Revolving Credit Facility on the Restatement Effective Date from and after the Restatement Effective Date and shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the 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 Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its SubsidiariesBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings Outstanding Amount shall not exceed the Revolving Credit Facility at such timeAggregate Commitment, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Loans of any Revolving Credit Lender Lender, plus such Lender’s Commitment Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedreimbursed and terminated.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth hereinin this Agreement, (Aa) each L/C Issuer agreesfrom the Closing Date through and including the Maturity Date, in reliance upon the agreements Bank shall issue Letters of Credit as the Revolving Credit Lenders set forth in this Section 2.03, (1) applicable Borrower may from time to time on any Business Day during the period request and (b) from the Closing Date until through and including the Letter of Credit Issuance Expiration Date, to issue the Bank shall take such Letter of Credit Actions (other than issuing Letters of Credit) as such Borrower may from time to time request; provided, however, that the Letter of Credit for Usage shall not exceed $30,000,000 at any time. Unless consented to by the account Bank, no Letter of Credit may have an expiration date more than one hundred fifty (150) days after the Borrower or any date of its Subsidiariesissuance or last renewal; provided, and to amend or extend Letters however, that no Letter of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under shall have an expiration date after the Letters Letter of Credit issued by it; and (B) Expiration Date. Notwithstanding the Revolving Credit Lenders severally agree to participate in Letters foregoing, if any Letter of Credit issued for remains outstanding after the account Letter of Credit Expiration Date, the applicable Borrower shall, not later than the Letter of Credit Expiration Date, deposit cash in an amount equal to such Letter of Credit Usage in a Letter of Credit Cash Collateral Account. The Bank shall have no obligation to take any Letter of Credit Action if (i) any order, judgment or decree of any of Governmental Authority or arbitrator shall by its Subsidiaries and any drawings thereunder; provided that after giving effect terms purport to any L/C Credit Extension with respect to any enjoin or restrain the Bank from issuing such Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeor any law, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject rule or regulation applicable to the discretion Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Bank shall prohibit, or request that the Bank refrain from, the issuance of letters of credit generally or such Letter of Credit that would cause its Revolving Credit Exposure in particular or shall impose upon the Bank with respect to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the such Letter of Credit Subfacility. Each request by any restriction, reserve or capital requirement (for which the Borrower for Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Bank in good xxxxx xxxxx material to it; or (ii) the issuance or amendment (including any extension) of a such Letter of Credit shall be deemed would violate one or more policies of the Bank applicable to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedcredit generally.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.032.03 , (1) from time to time on any Business Day during the period from the Closing Restatement Effective Date until the Letter of Credit Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Facility at such timeCommitments, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Revolving Credit Lender 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 shall not exceed such Revolving Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Restatement Effective Date shall be subject to and governed by the terms and conditions hereof. On the Class B Maturity Date, all Letters of Credit then outstanding shall be deemed to have been issued pursuant to the Revolving Commitments under the Class A Commitments and shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (ia) Subject to the terms and conditions set forth herein, (Ai) each the L/C Issuer Agent agrees, in reliance upon the agreements of the Revolving Credit Loan Lenders set forth in this Section 2.03Article III, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Issuance Expiration Date, to cause the L/C Issuer to issue Letters of Credit for the account of the Borrower or any of its SubsidiariesBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 3.02, and (2) to cause the L/C Issuer to honor compliant drawings under the Letters of Credit issued by itCredit; and (Bii) the Revolving Credit Loan Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings aggregate L/C Obligations shall not exceed the lowest of (A) the difference between (I) the Total Revolving Credit Facility at such timeCommitment and (II) the aggregate principal amount of all Revolving Loans and Swing Line Loans then outstanding, (B) the difference between (I) the Loan Limiter and (II) the aggregate principal amount of all Revolving Loans and Swing Line Loans then outstanding, and (C) the Letter of Credit Sublimit, (y) the aggregate principal amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Loan Lender, plus such Revolving Loan Lender’s Pro Rata Share of the outstanding amount of all Swing Line Loans and L/C Obligations, shall not exceed such Revolving Loan Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Loan Commitment), and (z) the Outstanding Amount outstanding amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilityTotal L/C Deposits at such time. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit 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 Issuance Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its SubsidiariesRestricted Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Restricted Subsidiaries and any drawings thereunder; provided that provided, that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such timeFacility, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (iv) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Facility Lenders set forth in this Section 2.032.05, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Issuance Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its SubsidiariesBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor compliant drawings under the Letters of Credit issued by itCredit; and (B) the Revolving Credit Facility Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Facility Credit Outstandings Exposure shall not exceed the lower of the total Revolving Credit Facility Commitments and the Borrowing Base at such time, (y) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment (subject to the discretion of the applicable L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Facility Commitment), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SubfacilitySublimit. Each request by the a Borrower for the issuance or amendment (including any extension) of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. 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.