Common use of The Letter of Credit Commitment Clause in Contracts

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

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

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agreesIssuer, in reliance upon the agreements of the Lenders set forth in this Section 2.03, 2.10 (1) may, from time to time on any Business Day during the period from the Closing Date until the Maturity Datetime, to in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any Subsidiaryand its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowbelow on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, and (2) agrees to honor drawings under the Letters of CreditCredit issued hereunder; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and 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 Outstandings shall not exceed aggregate amount of the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure Available Commitments of any Lender shall not exceed such Lender’s Revolving Commitment be less than zero Dollars ($0), and (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower maymay (subject to the discretion of the L/C Issuer), during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedreimbursed in accordance with the terms hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.032.20, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xI) the Total Revolving Tranche 2 Outstandings shall not exceed the Aggregate Revolving aggregate amount of Tranche 2 Commitments, and (yII) the Revolving Credit Exposure aggregate Dollar Equivalent of any Lender shall not exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of the all L/C Obligations shall not exceed the Letter of Credit L/C Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the Borrower or any SubsidiaryBorrower, and to amend or extend renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunder; 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, (x1) the Total Revolving Outstandings shall not would exceed the Aggregate Revolving Commitments, (y2) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Lender shall not plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender’s 's Revolving Commitment and or (z3) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.3, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Availability Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower and in the name of the Borrower or any Subsidiaryof its Restricted Subsidiaries, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) 2.3.2 below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunderBorrower; provided that after giving effect the Issuing Bank shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of such L/C Credit Extension, (w) with respect to any renewal, extension or amendment to any previously issued Letter of Credit, the Restricted Subsidiary in whose name such Letter of Credit was originally issued (or was most recently renewed, extended or amended, if applicable) has become, or been redesignated as, an Unrestricted Subsidiary, (x) the Total Revolving Outstandings shall not Outstanding Amount of all L/C Obligations and all Loans would exceed the lesser of (A) the Aggregate Revolving CommitmentsCommitments on such date and (B) the Borrowing Base then in effect, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Loans of any Lender shall not exceed Lender, plus such Lender’s Revolving Percentage Share of the Outstanding Amount of all L/C Obligations would exceed the lesser of (A) such Lender’s Commitment and Amount or (B) such Lender’s Percentage Share of the Borrowing Base then in effect, or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.3, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity DateAvailability Period, to issue standby letters of credit denominated in Dollars or in one or more Alternative Currencies (together with the Existing Letters of Credit in Dollars Credit, each a “Letter of Credit”) for the account of the Borrower or any SubsidiaryCompany, and to amend or extend Modify Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunderCompany; 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 (or, if applicable, the relevant Modification thereof) if as of the date of such L/C Credit Extension, (x) the Total Revolving Outstandings shall not would exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Lender shall not exceed Lender, plus such Lender’s Revolving 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 would exceed the amount of such Lender’s Commitment and or (z) the Outstanding Amount of the all L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolvingrevolving and, and accordingly 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 Effective Time 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 (including, in particular, and without limiting the generality of, Section 11.19), (A) the L/C Issuer agrees, in reliance upon the agreements of the 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 Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection clause (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Committed Loans of any 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 Commitment Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the L/C Commitment 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 Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any Restricted 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 drawings under the Letters of Credit; and (B) the L/C Commitment Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiary and any drawings thereunder, which participations shall terminate on the Letter of Credit Expiration Date; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving L/C Commitment Outstandings shall not exceed the Aggregate Revolving Commitments, aggregate L/C Commitments and (y) the Revolving Credit Exposure Applicable Percentage of any Lender shall not exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of the any L/C Commitment Lender’s L/C Obligations shall not exceed the Letter of Credit Sublimitsuch L/C Commitment Lender’s L/C Commitment. Each request by the Borrower or any Restricted Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything herein to the contrary, (A) the Administrative Agent and Xxxxxxx Xxxxx Bank USA shall not be required to issue commercial Letters of Credit and (B) Credit Suisse AG and Deutsche Bank AG New York Branch shall not be required to issue commercial Letters of Credit or Bank Guarantees. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations and shall be governed and subject to 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) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Funding Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiarya Borrower, and to amend or extend or, in the case of Standby Letters of Credit, renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereundera Borrower; 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 (x) as of the Total Revolving Outstandings shall not exceed date of such L/C Credit Extension, the Aggregate Revolving Commitments, sum of (yI) the Effective Amount of all outstanding Revolving Loans made by such Lender at the time of such L/C Credit Exposure Extension and (II) such Lender’s Revolving Proportionate Share of any Lender shall not the Effective Amount of all L/C Obligations and all Swing Line Loans at such time outstanding exceeds or would exceed such Lender’s Revolving Loan Commitment then in effect, (y) as of the date of such L/C Credit Extension, the sum of (I) the Effective Amount of all outstanding Revolving Loans made by all the Lenders at the time of such L/C Credit Extension and (zII) the Outstanding Effective Amount of the all L/C Obligations shall not and Swing Line Loans at such time outstanding exceeds or would exceed the Total Revolving Loan Commitment then in effect or (z) as of the date of such L/C Credit Extension, the Effective Amount of the aggregate L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and on the terms and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the 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 Maturity Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or an Available Currency for the account of the Borrower (provided that any Letter of Credit may be for the benefit of Holdings, the Borrower or any Subsidiary, of its Restricted Subsidiaries) 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 drawings drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not would exceed such Lender’s Revolving Commitment and Credit Commitment, (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit SublimitSublimit or (z) the aggregate Revolving Credit Exposure would exceed the Revolving Credit Facility. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued 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. (ia) Subject to the terms and conditions set forth herein, (Ai) the L/C Issuer agrees, in reliance upon the agreements of the 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 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 SubsidiaryBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 3.2, and (2B) to honor drawings under the Letters of Credit; Credit and (Bii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not would exceed the Aggregate Revolving aggregate Commitments, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the portion of the Loan made by any Lender shall not exceed Lender, plus such Lender’s Revolving Commitment and Percentage of the Outstanding Amount of all L/C Obligations would exceed the amount of such Lender’s Commitment, or (z) the aggregate Outstanding Amount of the Revolving Loan and L/C Obligations shall not denominated in Alternative Currencies would exceed the Letter of Credit Alternative Currency Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolvingrevolving and, and accordingly 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) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiarycertain Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters Letter of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunder; 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 Outstandings shall not would exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Lender shall not Lender, plus such Lender’s Revolving Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender’s Revolving Commitment and Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Dateearlier of the (x) Letter of Credit Expiration Date or (y) the last day of the Availability Period, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiarycertain Subsidiaries, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not would exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Loans of any Lender shall not Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, would exceed such Lender’s Revolving Commitment and Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower Borrowers (or any Restricted Subsidiary so long as a Borrower is a joint and several co-applicant, and references to a “Borrower” in this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary, ) 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 drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunderrelevant Borrower; 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 Outstandings shall not exceed the Aggregate Revolving Commitments, (y) aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Lender shall not Lender, plus such Lender’s Amount of Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, would exceed such Lender’s Revolving Commitment and Credit Commitment, or (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by , or (z) the Borrower for aggregate Outstanding Amount of the issuance or amendment Revolving Credit Loans, plus the Outstanding Amount of a Letter all L/C Obligations, plus the Outstanding Amount of Credit shall be deemed to be a representation by all Swing Line Loans, would exceed the Borrower Borrowing Base; provided further that the Initial L/C Issuer shall not be obligated to make any L/C Credit Extension so requested complies with respect to any Letter of Credit, if, as of the conditions set forth in date of such L/C Credit Extension, the proviso to Outstanding Amount of the preceding sentenceL/C Obligations issued by the Initial L/C issuer would exceed $5,000,000. Within the foregoing limits, and subject to the terms and conditions hereof, the relevant Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the 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 Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars or Alternative Currencies for the account of the Borrower or any Subsidiaryof its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not exceed the Aggregate Revolving Commitments, (yx) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any 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 Commitment and (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ia) Subject to the terms and conditions set forth herein, (A) the L/C Issuer each Issuing Lender agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.032.5, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity L/C Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any SubsidiarySubsidiary Guarantor, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings Extensions of Credit then outstanding shall not exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Aggregate Exposure of any Lender shall not exceed such Lender’s Revolving Commitment Commitment, and (z) the Outstanding Amount aggregate amount of the L/C Obligations shall not exceed the Letter of Credit L/C Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing periodperiod from the Closing Date through the L/C 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 expressly set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars for the account of the Borrower or (provided that any Subsidiary, Letter of 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 drawings drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not would exceed such Lender’s Revolving Commitment and Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of the L/C Obligations shall not in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Pro Rata Share of the Letter of Credit Sublimit. Each request by ; provided, that if the Borrower for determines that, in connection with any actual or anticipated L/C Credit Extension, less than the issuance or amendment full amount of a the Letter of Credit shall Sublimit would be deemed available to be a representation by the Borrower that as a result of the application of this clause (z), then the L/C Credit Extension so requested complies Issuer Pro Rata Share of each L/C Issuer shall be reallocated as elected by the Borrower in consultation with each L/C Issuer and with the conditions set forth in consent of any such L/C Issuer which has its L/C Issuer Pro Rata Share increased as a result of such reallocation (and the proviso Borrower and the L/C Issuers agree to take such actions as among themselves to accommodate any such reallocation); provided, further, that notwithstanding anything to the preceding sentencecontrary contained herein, UBS AG, Stamford Branch shall have no obligation to issue trade or commercial letters of credit. 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 expired, terminated or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.

The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and/or Euros for the account of the Borrower (provided that, so long as the Borrower is the primary obligor, any Letter of Credit may be for the account of a Subsidiary of the Borrower or a Subsidiary of the Borrower on a joint and several basis with the Borrower; provided, further, to the extent any Subsidiarysuch Subsidiary is not a Loan Party, such Letter of Credit shall be deemed an Investment in such Subsidiary and shall only be requested so long as it is permitted under Section 7.02) 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 drawings drafts under the Letters of Credit; 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 Subsidiary 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 Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not would exceed such Lender’s Revolving Commitment and Credit Commitment, or (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. ; Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired expired, terminated or that have been drawn upon and reimbursed. On and after the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for all purposes of this Agreement and the other Loan Documents and will be deemed to have been issued on the Closing Date.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Date, Letter of Credit Expiration Date to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any Subsidiary, its Subsidiaries and to amend or extend Letters of Credit previously issued by it, it in accordance with subsection (b) below, below and (2) to honor drawings under the Letters of Credit; Credit issued by it and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued hereunder for the account of the Borrower or any Subsidiary its Subsidiaries and any drawings thereunder; provided provided, however, that after giving effect to any L/C Credit Extension with respect to any Letter of CreditCredit (w) with regard to the Revolving Lenders collectively, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving CommitmentsCommitted Amount, (yx) the with regard to each Revolving Credit Exposure Lender individually, such Revolving Lender’s Pro Rata Share of any Lender Total Revolving Outstandings shall not exceed such Revolving Lender’s Revolving Commitment and (zy) the Outstanding Amount of the L/C Obligations shall not exceed THIRTY MILLION DOLLARS ($30,000,000) (the “Letter of Credit Sublimit”). Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, limits and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.8, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any Subsidiary, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in such Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunderCredit; 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, the Dollar Equivalent Amount of (w) the Outstandings would exceed the Total Revolving Credit Commitment, (x) the Total aggregate principal balance of all outstanding Revolving Outstandings shall not Loans (other than Competitive Bid Loans) of any Lender, plus such Lender’s Applicable Commitment Percentage (determined without duplication) of Competitive Bid Outstandings, L/C Obligations and Swing Line Outstandings, would exceed the Aggregate such Lender’s Revolving CommitmentsCredit Commitment, (y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance , or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the (z) all L/C Credit Extension so requested complies with Obligations and Loans denominated in Alternative Currencies would exceed 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.Total Alternative

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.3, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Availability Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower and in the name of the Borrower or any Subsidiaryof its Restricted Subsidiaries, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (bSection 2.3(b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunderBorrower; provided that after giving effect the Issuing Bank shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of such L/C Credit Extension, (w) with respect to any renewal, extension or amendment to any previously issued Letter of Credit, the Restricted Subsidiary in whose name such Letter of Credit was originally issued (or was most recently renewed, extended or amended, if applicable) has become, or been redesignated as, an Unrestricted Subsidiary, (x) the Total Revolving Outstandings shall not Outstanding Amount of all L/C Obligations and all Loans would exceed the Aggregate Revolving CommitmentsCommitments on such date, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Loans of any Lender shall not Lender, plus such Lender’s Percentage Share of the Outstanding Amount of all L/C Obligations would exceed such Lender’s Revolving Commitment and Amount, or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, : (A) the each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date Availability Period, and until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars or an Alternative Currency for the account of the Borrower or any Subsidiary, 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 drawings under the Letters of Credit; and (B) the Lenders with Revolving Commitments severally agree to participate in Letters of Credit issued for the account of the Borrower or any 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 Outstandings shall not exceed the Aggregate Revolving Commitments, (y2) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and Commitment, (z3) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SublimitSublimit 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 of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary set forth in any Loan Document or other agreement, arrangement or understanding between the parties, no Existing Letter of Credit shall for any intent or purpose under the Loan Documents be deemed a Letter of Credit or reduce the Available Revolving Commitment or the Available Total Commitment unless and until (i) the Borrower delivers a written request to the Administrative Agent and the L/C Issuer that such Existing Letter of Credit be designated as a Letter of Credit, and (ii) the conditions set forth in Section 5.02(a) and (b) have been satisfied in respect of such L/C Credit Extension.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any Subsidiaryits 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 drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 CommitmentsCredit Facility, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, (y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the Total Outstandings shall not exceed the Borrowing Base then in effect. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other 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 Maturity Letter of Credit Subfacility Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiarycertain Subsidiaries, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not Outstanding Amount of all L/C Obligations and all Loans would exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender shall not Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender’s Revolving Commitment and 's Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

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

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any SubsidiaryBorrower, 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 drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the lesser of (1) the Aggregate Revolving CommitmentsCommitments and (2) the Borrowing Base, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Loans of any Lender plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed the lesser of (1) such Lender’s Revolving Commitment and (2) such Lender’s Pro Rata share of the Borrowing Base, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Lenders other Banks set forth in this Section 2.032.9, (1) from time to time on any Business Day during prior to the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or and its Subsidiaries for any Subsidiarygeneral corporate purpose of the Borrower 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 drawings drafts under the Letters of Credit; and (B) the Lenders Banks severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunderits Subsidiaries; provided that after giving effect (i) no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, (x) Credit if the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Revolving aggregate amount of Letters of Credit Exposure of any Lender shall not issued by it and its Affiliates would exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Issuer’s Letter of Credit Sublimit. Each request Commitment (or such greater amount as may be agreed to by the Borrower for the issuance or amendment such L/C Issuer), and (ii) no L/C Issuer shall be obligated to issue Letters of a Credit and no Bank shall be obligated to participate in any Letter of Credit shall be deemed to be a representation by if as of the Borrower that the date of such L/C Credit Extension so requested complies with the conditions set forth in Total Outstanding Amount would exceed the proviso to the preceding sentenceTotal 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) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any SubsidiaryBorrowers, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunderBorrowers; 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, after giving effect thereto (x) the Total Revolving Outstandings shall not would exceed the lesser of (1) the Borrowing Base and (2) the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Loans of any Lender shall not Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, would exceed such Lender’s Revolving Commitment and Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 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 Third Amendment Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower Borrowers or any Subsidiaryof their Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrowers or any Subsidiary their 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 Outstandings shall not exceed the Aggregate Revolving Commitments, (yx) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment and or (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.14, (1) from time to time on any Business Day during the period from the Closing Restatement Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiaryits Subsidiaries, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunderits Subsidiaries; 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 Outstandings shall not Outstanding Amount of all L/C Obligations and all Revolver Loans would exceed the Aggregate Revolving Revolver Commitments, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Revolver Loans of any Lender shall not Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender’s Revolving Commitment and Revolver Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiary, 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 drawings drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not exceed the Aggregate Revolving Commitments, (y) aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any 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 and or (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, : (A) the each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date Availability Period, and until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars or an Alternative Currency for the account of the Borrower or any Subsidiary, 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 drawings under the Letters of Credit; and (B) the Lenders with Revolving Commitments severally agree to participate in Letters of Credit issued for the account of the Borrower or any 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 Outstandings shall not exceed the Aggregate Revolving Commitments, (y2) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and Commitment, (z3) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SublimitSublimit 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 of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower or any Subsidiary, 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 drawings drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunderBorrower; 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, (xw) the Total Revolving Outstandings shall not would exceed the Aggregate Revolving Credit Commitments, (x) the Revolving Outstandings of any Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Revolving Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and Sublimit or (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter with respect to Letters of Credit Sublimit. Each request issued by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the 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) 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 Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any Subsidiaryits 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 drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 CommitmentsCredit Facility, (y) the Revolving Credit Exposure of any each Revolving Credit Lender shall not exceed such LenderXxxxxx’s Revolving Commitment Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence and the immediately succeeding sentence. The Borrower agrees that it will not request, and the L/C Issuer shall have no obligation to issue, any Letter of Credit the proceeds of which would be made available to any Person (I) to fund any activity or business of or with any Sanctioned Person or in any Sanctioned Countries, that, at the time of such funding, is the subject of any Sanctions or (II) in any manner that would result in a violation of any Sanctions by any party to this Agreement. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.. (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 the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Revolving Lenders have approved such expiry date; or 74 US-DOCS\117476656.1136335661.3

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiarycertain Subsidiaries, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not Outstanding Amount of all L/C Obligations and Loans would exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Loans of any Lender shall not Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender’s Revolving Commitment and Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Lenders other Banks set forth in this Section 2.03SECTION 2.04, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Maturity Dateexpiration of the Availability Period, to issue Letters of Credit in Dollars for the account of the Borrower or any SubsidiaryBorrower, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection SUBSECTION (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders Banks severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunderfund Unreimbursed Drawings with respect thereto; 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 CreditCredit and no Bank 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 Outstandings shall not would exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Loans of any Lender shall not Bank PLUS such Bank's Commitment Percentage of the Outstanding Amount of all L/C Obligations would exceed such Lender’s Revolving Bank's Commitment and or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceSub limit. 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 underlying documentation with respect to Existing Letters of Credit shall be deemed to be amended to the extent necessary to conform to the provisions set forth herein and thereafter all Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof, including, without limitation, SECTION 2.04(k). The Borrower and each Person that becomes, in accordance with the terms hereof, an L/C Issuer agree that any letter of credit issued by such Person for the account of the Borrower that the Borrower and such L/C Issuer agree shall be treated as a Letter of Credit issued under this Agreement and that is identified to the Administrative Agent (including whether such letter of credit is a Performance L/C or Financial L/C) at the time such Person becomes an L/C Issuer or, in the case of Bank of America, promptly after the Effective Date shall, subject to the satisfaction of the conditions specified in SECTION 3.02 and the immediately preceding sentence, be deemed an Existing Letter of Credit hereunder. Each such Person that becomes an L/C Issuer shall confirm to the Administrative Agent on such date that it has received evidence satisfactory to it from the Borrower that each such Existing Letter of Credit is correctly identified to the Administrative Agent as a Performance L/C or Financial L/C, as the case may be.

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

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Amendment Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any SubsidiaryBorrower, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not would exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Committed Loans of any 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 Revolving Commitment and 's Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s '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 Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiaryof 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 drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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, (xw) the Total Revolving Outstandings shall not would exceed the Aggregate Revolving Commitments, (yx) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Lender shall not plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender’s 's Revolving Commitment and or (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s '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 Existing Letter of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.032.03 , (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any Subsidiaryof 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 drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the 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 Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Commitments, (yx) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Commitment Credit Commitment, (y) the Outstanding Amount of the L/C Obligations issued by an L/C Issuer shall not exceed such L/C Issuer’s Letter of Credit Sublimit and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Existing Letters of Credit shall be deemed to have been issued pursuant to this Agreement, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any SubsidiaryBorrower, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not Outstanding Amount of all L/C Obligations and all Loans would exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure sum of the aggregate Outstanding Amount of the Loans of any Lender shall not plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender’s Revolving Commitment and 's Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and, from and after the Closing Date, shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the 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 Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not exceed the Aggregate Revolving Commitments, (yx) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and Commitment, (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SublimitSublimit and (z) the Outstanding Amount of the L/C Obligations in respect of Letters of Credit issued by any specific L/C Issuer shall not exceed $100,000,000, unless such L/C Issuer otherwise consents thereto. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the 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 hereinherein (including, without limitation, Section 2.14), from time to time on any Business Day during the Availability Period, (A) the any Lender as a Fronting L/C Issuer agreesmay, in its sole discretion, agree, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Date, to issue Fronted Letters of Credit denominated in Dollars or in an Alternative Currency for the account of the any Borrower or any Subsidiaryof its Subsidiaries, and to amend or extend Fronted Letters of Credit previously issued by it, and (2) to honor complying drawings under Fronted Letters of Credit issued by such Fronting L/C Issuer; (B) each Lender agrees, through the Several L/C Agent, (1) to issue severally, and for itself alone, Several Letters of Credit denominated in accordance Dollars or an Alternative Currency for the account of any Borrower or any of its Subsidiaries in such Lender’s Pro Rata Share (or other applicable share if the Borrowers have made a Non-Pro Rata Issuance Election with subsection (brespect to such Several Letters of Credit or such Several Letters of Credit are reallocated or issued on an adjusted pro rata basis pursuant to Section 2.15(a)(v)) belowof the aggregate stated amounts of such Several Letters of Credit, and to amend or extend Several Letters of Credit previously issued by it, and (2) to honor severally, and for itself alone, drawings under the Several Letters of CreditCredit in an amount equal to its Pro Rata Share (or other applicable share if the Borrowers have made a Non-Pro Rata Issuance Election with respect to such Several Letters of Credit or such Several Letters of Credit are reallocated or issued on an adjusted pro rata basis pursuant to Section 2.15(a)(v)) of such drawings; and (BC) the Lenders severally agree to participate in Fronted Letters of Credit issued for the account of the any Borrower or any Subsidiary of its Subsidiaries and any drawings thereunderthereunder in accordance with their Pro Rata Shares; (D) with respect to any Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer under any Several Letter of Credit to be issued pursuant hereto, any Lender as a Limited Fronting Lender may, in its sole discretion, agree, in reliance upon the agreements of such Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer set forth in this Section 2.03, to issue through the Several L/C Agent, in addition to or as a part of the Several Letters of Credit it has agreed to issue on its own behalf, severally any such Several Letter of Credit, for the account of any Borrower or any of its Subsidiaries, in an amount equal to such Affected Lender’s or Non-NAIC Approved Bank’s, as applicable, Pro Rata Share (or other applicable share if the Borrowers have made a Non-Pro Rata Issuance Election with respect to such Several Letter of Credit or such Several Letter of Credit is reallocated or issued on an adjusted pro rata basis pursuant to Section 2.15(a)(v)) of the stated amount of such Several Letter of Credit, and to amend or extend each such Several Letter of Credit previously issued by it as a Limited Fronting Lender for such Participating L/C Issuer; and (E) with respect to any Several Letter of Credit issued by a Limited Fronting Lender pursuant to clause (D) preceding, each applicable Affected Lender or Non-NAIC Approved Bank, as applicable, agrees to purchase participations in the obligations of such Limited Fronting Lender under such Several Letter of Credit in an amount equal to all of the credit exposure of such Limited Fronting Lender (solely in its capacity as a Limited Fronting Lender for such Affected Lender or Non-NAIC Approved Bank, as applicable) under such Several Letter of Credit; provided that after giving effect to any L/C Credit Extension with respect to any Letter of CreditExtension, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Loans of any Lender, plus the Outstanding Amount of all L/C Obligations owing to such Lender (whether as an issuer or as a participant) shall not exceed such Lender’s Commitment (except as agreed in such Lender’s sole discretion, as provided in clauses (A) and (D), as applicable, above for a Fronting L/C Issuer or a Limited Fronting Lender) and (z) the Dollar Equivalent of the Fronting/Confirming Sublimit Usage of any Lender shall not exceed the Fronting/Confirming Sublimit of such Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment or 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 sentencethis Agreement. 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 periodAvailability Period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. If requested by the applicable Borrower but subject to the terms and conditions hereof, a Letter of Credit shall satisfy the requirements for letters of credit under the credit-for-reinsurance provisions of the relevant beneficiary’s domiciliary state’s insurance laws and regulations (or the requirements for similar purposes of such other Governmental Authority which then regulates the relevant beneficiary’s insurance business as may be specified by the applicable Borrower) as to which the applicable Borrower provides written notice to the applicable Fronting L/C Issuer(s) or the Several L/C Agent, as applicable, and the Administrative Agent prior to the date of issuance of such Letter of Credit; provided, that such issuance (or confirmation) does not, in the sole discretion of such Fronting L/C Issuer or the Several L/C Agent, as applicable, materially change the potential liability of such Fronting L/C Issuer, the Several L/C Agent or the Lenders; provided, further, that such Fronting L/C Issuer(s) or the Several L/C Agent, as applicable, the Administrative Agent or any Lender shall not be obligated to verify such satisfaction. In addition, if requested by the applicable Borrower, but subject to the terms and conditions hereof, the Administrative Agent, any applicable Fronting L/C Issuer and the Several L/C Agent, as applicable, agree to use commercially reasonable efforts, and the Lenders authorize the Administrative Agent, such Fronting L/C Issuer(s) and the Several L/C Agent, as applicable, to use such commercially reasonable efforts, at the expense of the applicable Borrower, to issue, or cause to be issued (including by one or more foreign branches or affiliates of the Administrative Agent, such Fronting L/C Issuer or the Several L/C Agent), Letters of Credit (or confirmations thereof) denominated in an Alternative Currency in a form and with such terms and conditions as shall satisfy (or facilitate the satisfaction of) the requirements for letters of credit under the provisions of the laws and regulations of a foreign jurisdiction (including insurance and banking regulations thereof) or as may otherwise be reasonably requested by the beneficiary thereof (including the cedent of insurance liabilities); provided, that such issuance (or confirmation) is not, in the sole discretion of the Administrative Agent, such Fronting L/C Issuer or the Several L/C Agent, as applicable, adverse to the interests of the Administrative Agent, such Fronting L/C Issuer, the Several L/C Agent or the Lenders; and provided, further, that none of the Administrative Agent, any of the Fronting L/C Issuers, the Several L/C Agent or any of the Lenders shall be obligated to verify such satisfaction. From and after the Restatement Closing Date, the Existing Letters of Credit that are Fronted Letters of Credit shall be deemed to have been issued pursuant to this Agreement by Bank of America as a Fronting L/C Issuer. The Existing Letters of Credit that are Several Letters of Credit shall be replaced on the Restatement Closing Date with Several Letters of Credit issued by the Lenders pursuant to this Agreement or, to the extent practicable, be amended effective as of the Restatement Closing Date so that the liability of the issuers under such Several Letters of Credit from and after the Restatement Closing Date shall be consistent with the Pro Rata Shares (or other applicable shares as provided herein) of the Lenders, and such Several Letters of Credit, as so amended, shall be deemed to have been issued pursuant to this Agreement.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiaryof 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 drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not would exceed the lesser of the Aggregate Revolving CommitmentsCommitments and the Borrowing Base, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any 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 the lesser of such Lender’s Revolving Commitment and an amount equal to such Lender’s Pro Rata Share times the Borrowing Base or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity L/C Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Committed Loans of any 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 Commitment and Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit L/C Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentencesentence (except as otherwise permitted by Section 2.03(a)(ii)(B) below). 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. (a) (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer each Issuing Bank agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.033.1, (1) from time to time on any Business Day during the period from the Transaction Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower Company or any SubsidiarySubsidiary Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or any Subsidiary Borrower and any drawings thereunder; provided that before or after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Dollar Amount of the Revolving Outstandings shall Credit Obligations at such time would not exceed the Adjusted Aggregate Revolving CommitmentsCommitment at such time (as such amount may be increased from time to time as provided in Section 2.5(b)) calculated as of the date of issuance of any Letter of Credit, (y) the Revolving Dollar Amount of the Financial Credit Exposure Obligations at such time would not exceed the Financial Credit Sublimit as of the date of issuance of any Lender shall not exceed such Lender’s Revolving Commitment and Letter of Credit or (z) the Outstanding Dollar Amount of the L/C Obligations shall all Letters of Credit issued by such Issuing Bank would not exceed the Letter Issuing Bank Sublimit of Credit Sublimitsuch Issuing Bank. Each request by the Borrower a Person for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Date, Availability Period to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiaryof its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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) x the Total Revolving Outstandings shall not exceed the lesser of the Aggregate Revolving CommitmentsCommitments or the Borrowing Base, (y) the Revolving Credit Exposure of any Lender shall not exceed such LenderXxxxxx’s Revolving Commitment and Commitment, (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SublimitSublimit and (aa) Administrative Agent has determined that no repayment or cash collateralization shall be required to be made pursuant to Section 2.18(c). Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, without further action by any party hereto, the LC Issuer shall be deemed to have granted to each Lender, and each Lender shall be deemed to have acquired from the L/C Issuer, a participation in each Existing Letter of Credit equal to such Lender’s Pro Rata Share of the related L/C Obligations. Such participations shall be on all the same terms and conditions as participations granted under this Section 2.13 in all the other Letters of Credit issued or to be issued hereunder, (ii) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03Subsection 2.13, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; , and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings Principal Debt shall not exceed the Aggregate Revolving CommitmentsCommitment, and (y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of L/C Credit Extension shall be deemed to be a representation by the Borrower that the such L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower CNL RPI or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower CNL RPI or any Subsidiary 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 Outstandings shall not exceed the lesser of (i) the Aggregate Revolving CommitmentsCommitments and (ii) the Borrowing Base on such date, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Committed Loans of any 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 Commitment Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements agreement of the Lenders Lender 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 Maturity L/C Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree Lender agrees to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xy) the Total Revolving Outstandings shall not exceed the Aggregate Revolving CommitmentsCommitment, (y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit L/C Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have CREDIT AGREEMENT - Page 19 expired or that have been drawn upon and reimbursed. All existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the 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 Maturity date one week prior to the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of any Loan Party as the Borrower applicant thereof for the support of its or any Subsidiary, its Subsidiaries’ obligations and to amend or extend renew Letters of Credit previously issued by it, it in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit in accordance with their Pro Rata Shares issued for the account of the Borrower or any Subsidiary and any drawings thereundera Loan Party; 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, (x) the Total Revolving Outstandings shall not would exceed the Aggregate Revolving CommitmentsLine Cap, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Lender shall not Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of (I) all L/C Obligations, (II) all Swing Line Loans, (III) all Protective Advances and (IV) all Overadvance Loans would exceed such Lender’s Revolving Commitment and Credit Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Loan Parties’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Loan Parties may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding the foregoing or anything to the contrary contained herein, no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit if, immediately after giving effect thereto, the Outstanding Amount of the L/C Obligations in respect of all Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Loan Parties may from time to time request that an L/C Issuer make any L/C Credit Extension with respect to any Letter of Credit in excess of its individual L/C Issuer Sublimit in effect at the time of such request, and each L/C Issuer agrees to consider any such request in good faith. Any Letter of Credit so issued by an L/C Issuer in excess of its individual L/C Issuer Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of this Agreement, and shall not affect the L/C Issuer Sublimit of any other L/C Issuer, subject to the limitations on the aggregate Outstanding Amount of the L/C Obligations set forth in clause (z) above of this Section 2.03(a)(i). The Borrowers may, at any time and from time to time, reduce the L/C Issuer Sublimit of any L/C Issuer with the consent of such L/C Issuer; provided that the Borrowers shall not reduce the L/C Issuer Sublimit of any L/C Issuer if, after giving effect to such reduction, the conditions set forth in clauses (x) through (z) above shall not be satisfied.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03Section, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any Subsidiaryof 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 drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings Outstanding Amount shall not exceed the Aggregate Revolving CommitmentsFacility, (y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars Available Currencies for the account of the Borrower or any SubsidiaryBorrower, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunderBorrower; 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 Outstandings shall not would exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Lender shall not Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender’s 's Revolving Commitment and or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any SubsidiaryBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within CHAR1\1807067v5 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 expressly set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars for the account of the Borrower or (provided that any Subsidiary, Letter of 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 drawings drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not would exceed such LenderXxxxxx’s Revolving Commitment and Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of the L/C Obligations shall not in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Pro Rata Share of the Letter of Credit Sublimit. Each request by ; provided, that if the Borrower for determines that, in connection with any actual or anticipated L/C Credit Extension, less than the issuance or amendment full amount of a the Letter of Credit shall Sublimit would be deemed available to be a representation by the Borrower that as a result of the application of this clause (z), then the L/C Credit Extension so requested complies Issuer Pro Rata Share of each L/C Issuer shall be reallocated as elected by the Borrower in consultation with each L/C Issuer and with the conditions set forth in consent of any such L/C Issuer which has its L/C Issuer Pro Rata Share increased as a result of such reallocation (and the proviso Borrower and the L/C Issuers agree to take such actions as among themselves to accommodate any such reallocation); provided, further, that notwithstanding anything to the preceding sentencecontrary contained herein, no Issuing Bank shall have any obligation to issue trade or commercial letters of credit. 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 expired, terminated or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the 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 Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or Loan Parties (including on behalf of any SubsidiaryRestricted Subsidiary thereof), 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 drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or Loan Parties (including on behalf of any Restricted Subsidiary thereof) and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving CommitmentsLoan Cap, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any 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 Commitment Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Lead Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Restatement Effective Date until the Maturity Dateearlier of (I) the Letter of Credit Expiration Date and (II) expiration of the Availability Period, to issue Letters of Credit in Dollars for the account of the any Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the a Borrower or any Subsidiary 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 Outstandings Availability shall not exceed the Aggregate Revolving Commitmentsbe greater than or equal to $0, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Commitment Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Representative for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.13, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiaryits Subsidiaries, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunderits Subsidiaries; 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 Outstandings shall not Outstanding Amount of all L/C Obligations and all Committed Loans would exceed the Aggregate Revolving CommitmentsCommitted Sum under the Facility, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender shall not Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, would exceed such Lender’s Revolving Commitment and Committed Sum under the Facility, or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Multicurrency 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 Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower Company (or any Subsidiaryjointly for the account of the Company and one or more other members of the Consolidated Group), 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 drawings under the Letters of Credit; and (B) the Multicurrency Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company (or any Subsidiary jointly for the account of the Reporting Company and one or more other members of the Consolidated Group) 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 Multicurrency Revolving Credit Outstandings shall not exceed the Aggregate Multicurrency Revolving CommitmentsCredit Facility, (y) the Multicurrency Revolving Credit Exposure of any Lender shall not exceed such Lender’s Multicurrency Revolving Commitment Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. 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) The Borrower may request Letters of Credit by notice to the L/C Issuer and the Administrative Agent as provided below. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Date, to issue Letters of Credit denominated in Dollars or one or more Approved Currencies for the account of the Borrower or any SubsidiaryBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of CreditCredit as required under applicable law; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not would exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender shall not 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 would exceed such Lender’s Revolving Commitment and Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in clauses (x) and (z) of the applicable proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.14, (1) from time to time on any Business Day during the period from the Closing Restatement Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiaryits Subsidiaries, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunderits Subsidiaries; 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 Outstandings shall not Outstanding Amount of all L/C Obligations and all Loans would exceed the Aggregate Revolving CommitmentsCommitment, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Loans of any Lender shall not Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender’s Revolving Commitment and Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer each Issuing Bank agrees, in reliance upon the agreements of the Loan Parties set forth herein and in the other Loan Documents and in reliance upon the agreements of the 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 Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or any Committed Currency for the account of the Borrower Xxxx or any Subsidiaryof 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 drawings drafts and other demands for payment under a Letter of Credit that comply with the Letters terms of such Letter of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Xxxx or any Subsidiary and any drawings thereunderof its Subsidiaries; provided that after giving effect the Issuing Banks shall not be obligated to any L/C Credit Extension with respect to issue any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such issuance, (x) the Total Revolving Outstandings shall not Available Amount for all Letters of Credit issued by such Issuing Bank (determined for Letters of Credit denominated in any Committed Currency by reference to the Equivalent thereof in Dollars) would exceed the Aggregate Revolving Commitmentslesser of the Letter of Credit Sublimit at such time and such Issuing Bank’s Letter of Credit Commitment at such time, (y) the Available Amount of such Letter of Credit (determined for Letters of Credit denominated in any Committed Currency by reference to the Equivalent thereof in Dollars) would exceed the Unused Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and or (z) the Outstanding Amount sum of (1) the L/C Obligations shall not exceed the aggregate principal amount of all Revolving Credit Advances plus Swing Line Advances and Letter of Credit Sublimit. Each request by Advances outstanding at such time plus (2) the Borrower for the issuance or amendment aggregate Available Amount of a Letter all Letters of Credit shall be deemed to be a representation outstanding at such time (in each case determined for Advances or Letters of Credit denominated in any Committed Currency by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso reference to the preceding sentenceEquivalent thereof in Dollars) exceed the aggregate Revolving Credit Commitments at such time. Within the foregoing limits, and subject to the terms and conditions hereof, the a Revolving Credit Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the a Revolving Credit Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit issued for the account of Xxxx or its Subsidiaries shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.14, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of any Borrower (and such Letters of Credit may be issued for the Borrower benefit of any Borrower, or any Subsidiaryof 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 drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not would exceed the Aggregate Revolving CommitmentsCommitment, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Lender shall not Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender’s Revolving Commitment and Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the any 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the applicable L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit to any Revolving Borrower, denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any Subsidiarysuch Revolving Borrower, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the such Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Revolving Borrowers and any drawings thereunder; provided that after giving effect the Revolving Borrowers shall not request, and the L/C Issuer shall not be obligated to make, any L/C Credit Extension with respect to any Letter of CreditCredit issued for the account of any Revolving Borrower, and no Lender shall be obligated to participate in any Letter of Credit issued for the account of any Revolving Borrower, if as of the date of such L/C Credit Extension, (x) the Total aggregate Outstanding Amount of all Revolving Outstandings shall not Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount would exceed the Aggregate Revolving Commitments, ; (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Lender shall not Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender's Pro Rata Share of the Assumed Swingline Loan Amount would exceed such Lender’s Revolving Commitment and 's Commitment; or (z) the aggregate Outstanding Amount of all the L/C Obligations shall not for the account of the Revolving Borrowers would exceed the Letter of Credit Sublimit. Each request by Subject to the Borrower for last sentence of Section 2.03(c)(v) and the issuance or amendment terms and conditions set forth herein the applicable L/C Issuers severally agree, in reliance upon the agreements of a the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit shall be deemed Expiration Date to be a representation issue Letters of Credit for the account of the Subsidiary Swingline Borrower to whom it makes Swingline Loans denominated in the Subsidiary Currency applicable to such Subsidiary Swingline Borrower, and to amend Letters of Credit previously issued by the Borrower it, in accordance with subsection (b) below, and (2) to honor drawings under such Letters of Credit; provided that the Subsidiary Swingline Borrowers shall not request, and the L/C Issuer shall not be obligated to make, any L/C Credit Extension so requested complies with respect to any Letter of Credit issued for the account of any Subsidiary Swingline Borrower, if as of the date of such L/C Credit Extension (without application of the Assumed Swingline Loan Amount), the Outstanding Amount (calculated in the applicable Subsidiary Currency) of all Subsidiary L/C Obligations of the applicable Subsidiary Swingline Borrower, plus the Outstanding Amount (calculated in the applicable Subsidiary Currency) of all Swingline Loans of such Subsidiary Swingline Borrower would exceed such Subsidiary Swingline Borrower's Subsidiary Currency Sublimit; and provided, further, that each Swingline Lender need only make Letters of Credit available in the Subsidiary Currency applicable to such Subsidiary Swingline Borrower as such Swingline Lender, Subsidiary Swingline Borrower and the Administrative Agent shall agree in accordance with this Agreement. In addition, the Lenders severally agree to participate in Letters of Credit issued for the account of the Subsidiary Swingline Borrowers and any drawings thereunder in accordance with the conditions provisions set forth in the proviso to the preceding sentenceSections 2.01, 2.02 and 2.03(c). Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers' ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agreesagrees (subject, in the case of each L/C Issuer to any maximum Letter of Credit commitment amount applicable to such L/C Issuer, as set forth in the definition of Letter of Credit Sublimit), in reliance upon the agreements of the other Lenders set forth in this Section 2.032.4, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters a requested Letter of Credit in Dollars for the account of the Borrower or any SubsidiaryBorrower, and to amend or extend Letters renew a Letter of Credit previously issued by itsuch L/C Issuer, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters any Letter of CreditCredit such L/C Issuer has issued; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunderBorrower; 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 sum of the aggregate principal amount of outstanding Revolving Outstandings shall not exceed Loans plus the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure aggregate principal amount of any Lender shall not exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of outstanding Swingline Loans plus the L/C Obligations outstanding shall not exceed the Revolving Committed Amount or (y) the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability 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. Notwithstanding the foregoing, the Borrower may not request any Letters of Credit hereunder while a Change of Control Standstill Period shall be in effect pursuant to Section 3.4(e) hereof.

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

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth hereinherein and other terms and conditions that the Issuing Lender may require (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Credit Agreement) to be given by any Credit Party or conflict with any obligation of, or detract from any action which may be taken by, any Credit Party under this Credit Agreement), (A) the L/C Issuer Issuing Lender agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.032.2, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Maturity Letter of Credit Expiration Date, to issue standby Letters of Credit in Dollars for the account of the Borrower or any Subsidiaryor, subject to the terms of Section 2.2(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 drawings under the Letters of Credit; below and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunderor, subject to the terms of Section 2.2(j), certain Subsidiaries of 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 Revolving Outstandings sum of the aggregate principal amount of outstanding Loans plus the aggregate principal amount of outstanding LOC Obligations shall not exceed the Aggregate lesser of (x) Revolving Commitments, Committed Amount and (y) Facility Availability, (2) with respect to each individual Lender, the Lender’s pro rata share of outstanding Revolving Credit Exposure Loans plus (other than the Swing Line Lender) such Lender’s pro rata share of any Lender Swing Line Loans plus such Lender’s pro rata share of outstanding LOC Obligations shall not exceed such Lender’s Revolving Commitment and (z3) the Outstanding Amount aggregate principal amount of the L/C outstanding LOC Obligations shall not at any time exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity DateLetter of Credit Expiration Date applicable to such L/C Issuer, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the each Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the each Borrower or any Subsidiary its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xxw) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (yyx) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (y) the Outstanding Amount of the L/C Obligations in respect of Letters of Credit issued by any L/C Issuer shall not exceed the Letter of Credit Sub-Commitment of such L/C Issuer and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiaryof its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any 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 Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any Subsidiarycertain 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 drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary certain 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 Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any 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 Commitment Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso provisos to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower (or any Subsidiaryfor the account of the Borrower for the benefit of a Subsidiary thereof, in a form acceptable to the 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 drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not would exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Committed Loans of any 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 Revolving Commitment and 's Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during until the foregoing periodLetter 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) 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 Effective Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any SubsidiaryBorrower, 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 drawings drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not would exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Loans of any 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 Commitment and Credit Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s '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. (ia) Subject to On ------------------------------- the terms and conditions set forth hereinherein (i) the Issuing Bank agrees, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Effective Date until to the Maturity Date, Revolving Loan Commitment Termination Date to issue Issue Letters of Credit in Dollars for the account of the Borrower or any SubsidiaryBorrower, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 5.1.1, and (2B) to honor drawings ------------- drafts under the Letters of Credit; and (Bii) the Lenders severally agree to participate in Letters of Credit issued Issued for the account of the Borrower or any Subsidiary Borrower; provided, that the Issuing Bank -------- shall not be obligated to Issue, and any drawings thereunder; provided that after giving effect no Lender shall be obligated to any L/C Credit Extension with respect to participate in, any Letter of Credit, Credit if as of the date of Issuance of such Letter of Credit (xthe "Issuance Date") (1) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure ------------- Dollar Equivalent of any Lender shall not exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of the all L/C Obligations shall not exceed plus the Letter Dollar Equivalent of Credit Sublimit. Each request by all Loans exceeds the Borrower for Revolving Loan Commitment Amount, or (2) the issuance or amendment participation of a Letter any Lender in the Dollar Equivalent of Credit shall be deemed to be a representation by the Borrower that the all L/C Credit Extension so requested complies with Obligations plus the conditions set forth in Dollar Equivalent of the proviso to the preceding sentenceRevolving Loans of such Lender exceeds such Lender's Revolving Loan Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly and, accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that which have expired or that which have been drawn upon and reimbursed.

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

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars for the account of the Borrower or (provided that any Subsidiary, Letter of 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 drawings drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 and after giving effect thereto, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not would exceed such LenderLxxxxx’s Revolving Commitment and Credit Commitment, (y) the Total Outstandings would exceed the Line Cap at such time or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. An L/C Issuer shall be under no obligation to issue any Letter of Credit if: any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been cash collateralized; the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date; the issuance of such Letter of Credit would violate any policies of the L/C Issuer applicable to letters of credit generally; and any Revolving Credit Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion. An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not exceed the Aggregate Revolving Commitments, and (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender shall not exceed Lender, plus such Lender’s Revolving Commitment and (z) Applicable Percentage of the Outstanding Amount of the all L/C Obligations shall not exceed the Letter of Credit Sublimitsuch Lender’s Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the 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 Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower (or any Subsidiaryfor the account of the Borrower for the benefit of a Subsidiary thereof, in a form acceptable to the 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 drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not would exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Committed Loans of any 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 Revolving Commitment 's Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during until the foregoing periodLetter of Credit Expiration Date, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any SubsidiaryBorrower, 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 drawings drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not would exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Loans of any 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 Revolving Commitment and Credit Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit; provided further that upon the resignation of Bank of America as L/C Issuer, Bank of America shall have no obligation hereunder to issue any new Letter of Credit or to extend or renew any existing Letter of Credit under this Agreement, and all Letters of Credit issued by Bank of America for the account of any Borrower hereunder shall either be replaced or, if acceptable to Bank of America in its sole discretion, backstopped with Letters of Credit issued hereunder or fully cash collateralized no later than thirty (30) days following such resignation. Each request by the any Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso to in the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any SubsidiaryBorrower, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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, the Dollar Equivalent of (w) the Outstanding Amount of all L/C Obligations and all Loans would exceed the Aggregate Commitments, (x) the Total Revolving Outstandings shall not aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed the Aggregate Revolving Commitmentssuch Lender's Commitment, (y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by , or (z) the Borrower for the issuance or amendment aggregate Outstanding Amount of a Letter of Credit shall be deemed to be a representation by the Borrower that the all L/C Credit Extension so requested complies with Obligations and all Loans denominated in Alternative Currencies would exceed the conditions set forth in the proviso to the preceding sentenceAlternative Currency Sublimit. 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 hereinherein (including, without limitation, Section 2.14), from time to time on any Business Day during the Availability Period, (A) the any Lender as a Fronting L/C Issuer agreesmay, in its sole discretion, agree, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Date, to issue Fronted Letters of Credit denominated in Dollars or in an Alternative Currency for the account of the any Borrower or any Subsidiaryof its Subsidiaries, and to amend or extend Fronted Letters of Credit previously issued by it, and (2) to honor complying drawings under Fronted Letters of Credit issued by such Fronting L/C Issuer; (B) each Lender agrees, through the Several L/C Agent, (1) to issue severally, and for itself alone, Several Letters of Credit denominated in accordance Dollars or an Alternative Currency for the account of any Borrower or any of its Subsidiaries in such Lender’s Pro Rata Share (or other applicable share if the Borrowers have made a Non-Pro Rata Issuance Election with subsection (brespect to such Several Letters of Credit or such Several Letters of Credit are reallocated or issued on an adjusted pro rata basis pursuant to Section 2.15(a)(v)) belowof the aggregate stated amounts of such Several Letters of Credit, and to amend or extend Several Letters of Credit previously issued by it, and (2) to honor severally, and for itself alone, drawings under the Several Letters of CreditCredit in an amount equal to its Pro Rata Share (or other applicable share if the Borrowers have made a Non-Pro Rata Issuance Election with respect to such Several Letters of Credit or such Several Letters of Credit are reallocated or issued on an adjusted pro rata basis pursuant to Section 2.15(a)(v)) of such drawings; and (BC) the Lenders severally agree to participate in Fronted Letters of Credit issued for the account of the any Borrower or any Subsidiary of its Subsidiaries and any drawings thereunderthereunder in accordance with their Pro Rata Shares; (D) with respect to any Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer under any Several Letter of Credit to be issued pursuant hereto, any Lender as a Limited Fronting Lender may, in its sole discretion, agree, in reliance upon the agreements of such Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer set forth in this Section 2.03, to issue through the Several L/C Agent, in addition to or as a part of the Several Letters of Credit it has agreed to issue on its own behalf, severally any such Several Letter of Credit, for the account of any Borrower or any of its Subsidiaries, in an amount equal to such Affected Lender’s or Non-NAIC Approved Bank’s, as applicable, Pro Rata Share (or other applicable share if the Borrowers have made a Non-Pro Rata Issuance Election with respect to such Several Letter of Credit or such Several Letter of Credit is reallocated or issued on an adjusted pro rata basis pursuant to Section 2.15(a)(v)) of the stated amount of such Several Letter of Credit, and to amend or extend each such Several Letter of Credit previously issued by it as a Limited Fronting Lender for such Participating L/C Issuer; and (E) with respect to any Several Letter of Credit issued by a Limited Fronting Lender pursuant to clause (D) preceding, each applicable Affected Lender or Non-NAIC Approved Bank, as applicable, agrees to purchase participations in the obligations of such Limited Fronting Lender under such Several Letter of Credit in an amount equal to all of the credit exposure of such Limited Fronting Lender (solely in its capacity as a Limited Fronting Lender for such Affected Lender or Non-NAIC Approved Bank, as applicable) under such Several Letter of Credit; provided that after giving effect to any L/C Credit Extension with respect to any Letter of CreditExtension, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Loans of any Lender, plus the Outstanding Amount of all L/C Obligations owing to such Lender (whether as an issuer or as a participant) shall not exceed such Xxxxxx’s Commitment (except as agreed in such Lender’s sole discretion, as provided in clauses (A) and (D), as applicable, above for a Fronting L/C Issuer or a Limited Fronting Lender) and (z) the Dollar Equivalent of the Fronting/Confirming Sublimit Usage of any Lender shall not exceed the Fronting/Confirming Sublimit of such Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment or 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 sentencethis Agreement. 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 periodAvailability Period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. If requested by the applicable Borrower but subject to the terms and conditions hereof, a Letter of Credit shall satisfy the requirements for letters of credit under the credit-for-reinsurance provisions of the relevant beneficiary’s domiciliary state’s insurance laws and regulations (or the requirements for similar purposes of such other Governmental Authority which then regulates the relevant beneficiary’s insurance business as may be specified by the applicable Borrower) as to which the applicable Borrower provides written notice to the applicable Fronting L/C Issuer(s) or the Several L/C Agent, as applicable, and the Administrative Agent prior to the date of issuance of such Letter of Credit; provided, that such issuance (or confirmation) does not, in the sole discretion of such Fronting L/C Issuer or the Several L/C Agent, as applicable, materially change the potential liability of such Fronting L/C Issuer, the Several L/C Agent or the Lenders; provided, further, that such Fronting L/C Issuer(s) or the Several L/C Agent, as applicable, the Administrative Agent or any Lender shall not be obligated to verify such satisfaction. In addition, if requested by the applicable Borrower, but subject to the terms and conditions hereof, the Administrative Agent, any applicable Fronting L/C Issuer and the Several L/C Agent, as applicable, agree to use commercially reasonable efforts, and the Lenders authorize the Administrative Agent, such Fronting L/C Issuer(s) and the Several L/C Agent, as applicable, to use such commercially reasonable efforts, at the expense of the applicable Borrower, to issue, or cause to be issued (including by one or more foreign branches or affiliates of the Administrative Agent, such Fronting L/C Issuer or the Several L/C Agent), Letters of Credit (or confirmations thereof) denominated in an Alternative Currency in a form and with such terms and conditions as shall satisfy (or facilitate the satisfaction of) the requirements for letters of credit under the provisions of the laws and regulations of a foreign jurisdiction (including insurance and banking regulations thereof) or as may otherwise be reasonably requested by the beneficiary thereof (including the cedent of insurance liabilities); provided, that such issuance (or confirmation) is not, in the sole discretion of the Administrative Agent, such Fronting L/C Issuer or the Several L/C Agent, as applicable, adverse to the interests of the Administrative Agent, such Fronting L/C Issuer, the Several L/C Agent or the Lenders; and provided, further, that none of the Administrative Agent, any of the Fronting L/C Issuers, the Several L/C Agent or any of the Lenders shall be obligated to verify such satisfaction. From and after the Restatement Closing Date, the Existing Letters of Credit that are Fronted Letters of Credit shall be deemed to have been issued pursuant to this Agreement by Bank of America as a Fronting L/C Issuer. The Existing Letters of Credit that are Several Letters of Credit shall be replaced on the Restatement Closing Date with Several Letters of Credit issued by the Lenders pursuant to this Agreement or, to the extent practicable, be amended effective as of the Restatement Closing Date so that the liability of the issuers under such Several Letters of Credit from and after the Restatement Closing Date shall be consistent with the Pro Rata Shares (or other applicable shares as provided herein) of the Lenders, and such Several Letters of Credit, as so amended, shall be deemed to have been issued pursuant to this Agreement.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the 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 Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the relevant Borrower or any Subsidiary, 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 drawings drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunderrelevant Borrower; 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 or after giving effect thereto, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any 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 and or (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers' ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the applicable L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit to any Revolving Borrower, denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any Subsidiarysuch Revolving Borrower, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the such Letters of Credit; and (B) the Lenders (other than the Non-Global Lenders) severally agree to participate in Letters of Credit issued for the account of the Revolving Borrowers and any drawings thereunder; provided that the Revolving Borrowers shall not request, and the L/C Issuer shall not be obligated to make, any L/C Credit Extension with respect to any Letter of Credit issued for the account of any Revolving Borrower, and no Lender shall be obligated to participate in any Letter of Credit issued for the account of any Revolving Borrower, if as of the date of such L/C Credit Extension, (w) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount would exceed the Aggregate Commitments; (x) the aggregate Outstanding Amount of all Revolving Loans other than the portion of Revolving Loans made by the Non-Global Lenders, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount would exceed the excess of the Aggregate Commitments over the portion of the Aggregate Commitments held by the Non-Global Lenders; (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount would exceed such Lender’s Commitment; or (z) the aggregate Outstanding Amount of all the L/C Obligations for the account of the Revolving Borrowers would exceed the Letter of Credit Sublimit. Subject to the last sentence of Section 2.03(c)(v) and the terms and conditions set forth herein the applicable L/C Issuers severally agree, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date to issue Letters of Credit for the account of the Subsidiary Swingline Borrower to whom it makes Swingline Loans denominated in the Subsidiary Currency applicable to such Subsidiary Swingline Borrower, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under such Letters of Credit; provided that the Subsidiary Swingline Borrowers shall not request, and the L/C Issuer shall not be obligated to make, any L/C Credit Extension with respect to any Letter of Credit issued for the account of any Subsidiary Swingline Borrower, if as of the date of such L/C Credit Extension (without application of the Assumed Swingline Loan Amount), the Outstanding Amount (calculated in the applicable Subsidiary Currency) of all Subsidiary L/C Obligations of the applicable Subsidiary Swingline Borrower, plus the Outstanding Amount (calculated in the applicable Subsidiary Currency) of all Swingline Loans of such Subsidiary Swingline Borrower would exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit; and provided, further, that each Swingline Lender need only make Letters of Credit available in the Subsidiary Currency applicable to such Subsidiary Swingline Borrower as such Swingline Lender, Subsidiary Swingline Borrower and the Administrative Agent shall agree in accordance with this Agreement. In addition, the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Swingline 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 Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies thereunder in accordance with the conditions provisions set forth in the proviso to the preceding sentenceSections 2.01, 2.02 and 2.03(c). Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.032.06, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in US Dollars or in one or more other Available Currencies for the account of the Borrower Anixter or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Anixter or any Subsidiary 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 Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations and all Swing Line Loans shall not exceed such Lender’s Revolving Commitment Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Anixter for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Anixter 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 BorrowerAnixter’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Anixter may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from and including the Closing Amendment Effective Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit Credit, at sight denominated in Dollars an Available Currency for the account of a Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of a Borrower or any Subsidiary, and may be issued for the joint and several account of a Borrower and a Restricted Subsidiary to the extent otherwise permitted by this Agreement) 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 drawings drafts under the Letters of Credit; Credit and (B) the Participating Revolving Credit Lenders severally agree to participate in Letters of Credit issued (but shall not, for the account avoidance of the Borrower or any Subsidiary and any drawings thereunderdoubt, participate in Alternative Letters of Credit) issued pursuant 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 Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Participating Revolving Credit Lender shall not would exceed such Lender’s Participating Revolving Credit Commitment and or (zy) the Outstanding Amount of the L/C Obligations shall not in respect of Letters of Credit would exceed the applicable Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the a 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.3, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Availability Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiarycertain Subsidiaries, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunderBorrower; provided that after giving effect the Issuing Bank shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Revolving Outstandings shall not Outstanding Amount of all L/C Obligations and all Loans would exceed the lesser of (A) the Aggregate Revolving CommitmentsCommitments and (B) the Borrowing Base then in effect, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Loans of any Lender shall not exceed Lender, plus such Lender’s Revolving 's Percentage Share of the Outstanding Amount of all L/C Obligations would exceed the lesser of (A) such Lender's Commitment and (B) such Lender's Percentage Share of the Borrowing Base then in effect, or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s '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 the Original Closing Date, without further action by any party hereto, the LC Issuer shall be deemed to have granted to each Lender, and each Lender shall be deemed to have acquired from the L/C Issuer, a participation in each Existing Letter of Credit equal to such Lender’s Pro Rata Share of the related L/C Obligations. Such participations shall be on all the same terms and conditions as participations granted under this Section 2.13 in all the other Letters of Credit issued or to be issued hereunder, (ii) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03Subsection 2.13, (1) from time to time on any Business Day during the period from the Original Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; , and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings Principal Debt shall not exceed the Aggregate Revolving CommitmentsCommitment, and (y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of L/C Credit Extension shall be deemed to be a representation by the Borrower that the such L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.3, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any SubsidiaryBorrower, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not would exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Committed Loans of any 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 Revolving Commitment and Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. 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, (AA)(1) the each L/C Issuer agrees, in reliance upon the agreements of the other Primary Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Original Closing Date until the Maturity Letter of Credit Expiration Date, to issue Primary Letters of Credit denominated in Dollars Dollars, an Alternative Currency or any other currency the L/C Issuer shall agree for the account of any Borrower (provided that any Primary Letter of Credit may be issued on behalf of any Person; provided that, if issued on behalf of any Person other than a Borrower, such Primary Letter of Credit is for the Borrower or any Subsidiary, account of and counter-indemnified by a Borrower) and to amend or extend renew Primary Letters of Credit previously issued by it, in accordance with subsection Section 2.03(b), and (by) below, to honor drafts under the Primary Letters of Credit and (2) to honor drawings under the Letters of Credit; and (B) the Primary Revolving Credit Lenders severally agree to participate in Primary Letters of Credit issued pursuant to this Section 2.03 and (B)(1) each L/C Issuer agrees, in reliance upon the agreements of the other Dutch Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date, to issue Dutch Letters of Credit denominated in Dollars, an Alternative Currency or any other currency the Dutch Letter of Credit Issuer shall agree for the account of any Borrower (provided that any Dutch Letter of Credit may be issued on behalf of any Person; provided that, if issued on behalf of any Person other than a Dutch Borrower, such Dutch Letter of Credit is for the Borrower account of and counter-indemnified by a Dutch Borrower) and to amend or any Subsidiary renew Dutch Letters of Credit previously issued by it, in accordance with Section 2.03(b), and any drawings thereunder(y) to honor drafts under the Dutch Letters of Credit and (B) the Dutch Revolving Credit Lenders severally agree to participate in Dutch Letters of Credit issued pursuant 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 Primary Revolving Credit 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 Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not would exceed such Revolving Credit Lender’s Revolving Credit Commitment and or (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Primary Letter of Credit Sublimit or Dutch Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence, as applicable. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit subject to the terms hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving 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 Maturity Letter of Credit 1204724.01-CHISR02A - MSW CHAR1\1886837v5 Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiaryof 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 drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not exceed the Aggregate Revolving CommitmentsFacility, (y) the Revolving Credit Exposure of any Revolving Lender shall not exceed such Lender’s Revolving Commitment Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the 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 Initial Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any SubsidiaryBorrower, 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 drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunderthereunder (including Sight Drafts, Acceptances and Deferred Payment Obligations); provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Initial 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 other terms and conditions that the Issuing Lender may reasonably require, (A) the L/C Issuer Issuing Lender agrees, in reliance upon the agreements of the 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 Maturity Letter of Credit 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 Subsidiaryor, subject to the terms of Section 2.2(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 drawings under the Letters of Credit; below and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunderor, subject to the terms of Section 2.2(j), certain Subsidiaries of 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 Revolving Outstandings sum of the Dollar Equivalent amount of aggregate principal amount of outstanding Loans plus the Dollar Equivalent amount of the aggregate principal amount of outstanding LOC Obligations shall not exceed the Aggregate Revolving CommitmentsCommitted Amount, (y2) with respect to each individual Lender, the Revolving Credit Exposure sum of any the aggregate principal amount of outstanding Loans of such Lender plus such Lender’s pro rata share of the aggregate amount of LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving 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 Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding 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. (ia) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.3, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any SubsidiaryBorrowers, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunderBorrowers; 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 Outstandings shall not would exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Lender shall not plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving 's Commitment and or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 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 Letter of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03subsection 3.1A, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower or any SubsidiaryLoan Party, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) 3.1B below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Loan Party 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 Utilization of Revolving Outstandings Loan Commitments shall not at any time exceed the Aggregate Revolving CommitmentsLoan Commitments then in effect, and (y) the Revolving Letter of Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations Usage shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued by Fleet National Bank in its capacity as L/C Issuer pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.3, (1) from time to time on any Business Day during the period from the Closing Date until the day that is thirty days prior to the Maturity Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Loans of any Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Commitment and Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit L/C Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.05, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Subfacility Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any SubsidiaryBorrower, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not Outstanding Amount of all L/C Obligations and all Loans would exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender shall not Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations and Swingline Exposure would exceed such Lender’s Revolving Commitment and 's Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s '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 hereinherein (including, without limitation, Section 2.14), from time to time on any Business Day during the Availability Period, (A) the any Lender as a Fronting L/C Issuer agreesmay, in its sole discretion, agree, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Date, to issue Fronted Letters of Credit denominated in Dollars or in an Alternative Currency for the account of the any Borrower or any Subsidiaryof its Subsidiaries, and to amend or extend Fronted Letters of Credit previously issued by it, and (2) to honor complying drawings under Fronted Letters of Credit issued by such Fronting L/C Issuer; (B) each Lender agrees, through the Several L/C Agent, (1) to issue severally, and for itself alone, Several Letters of Credit denominated in accordance Dollars or an Alternative Currency for the account of any Borrower or any of its Subsidiaries in such Lender’s Pro Rata Share (or other applicable share if the Borrowers have made a Non-Pro Rata Issuance Election with subsection (brespect to such Several Letters of Credit or such Several Letters of Credit are reallocated or issued on an adjusted pro rata basis pursuant to Section 2.15(a)(v)) belowof the aggregate stated amounts of such Several Letters of Credit, and to amend or extend Several Letters of Credit previously issued by it, and (2) to honor severally, and for itself alone, drawings under the Several Letters of CreditCredit in an amount equal to its Pro Rata Share (or other applicable share if the Borrowers have made a Non-Pro Rata Issuance Election with respect to such Several Letters of Credit or such Several Letters of Credit are reallocated or issued on an adjusted pro rata basis pursuant to Section 2.15(a)(v)) of such drawings; and (BC) the Lenders severally agree to participate in Fronted Letters of Credit issued for the account of the any Borrower or any Subsidiary of its Subsidiaries and any drawings thereunderthereunder in accordance with their Pro Rata Shares; (D) with respect to any Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer under any Several Letter of Credit to be issued pursuant hereto, any Lender as a Limited Fronting Lender may, in its sole discretion, agree, in reliance upon the agreements of such Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer set forth in this Section 2.03, to issue through the Several L/C Agent, in addition to or as a part of the Several Letters of Credit it has agreed to issue on its own behalf, severally any such Several Letter of Credit, for the account of any Borrower or any of its Subsidiaries, in an amount equal to such Affected Lender’s or Non-NAIC Approved Bank’s, as applicable, Pro Rata Share (or other applicable share if the Borrowers have made a Non-Pro Rata Issuance Election with respect to such Several Letter of Credit or such Several Letter of Credit is reallocated or issued on an adjusted pro rata basis pursuant to Section 2.15(a)(v)) of the stated amount of such Several Letter of Credit, and to amend or extend each such Several Letter of Credit previously issued by it as a Limited Fronting Lender for such Participating L/C Issuer; and (E) with respect to any Several Letter of Credit issued by a Limited Fronting Lender pursuant to clause (D) preceding, each applicable Affected Lender or Non-NAIC Approved Bank, as applicable, agrees to purchase participations in the obligations of such Limited Fronting Lender under such Several Letter of Credit in an amount equal to all of the credit exposure of such Limited Fronting Lender (solely in its capacity as a Limited Fronting Lender for such Affected Lender or Non-NAIC Approved Bank, as applicable) under such Several Letter of Credit; provided that after giving effect to any L/C Credit Extension with respect to any Letter of CreditExtension, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Loans of any Lender, plus the Outstanding Amount of all L/C Obligations owing to such Lender (whether as an issuer or as a participant) shall not exceed such Lender’s Commitment (except as agreed in such Lender’s sole discretion, as provided in clauses (A) and (D), as applicable, above for a Fronting L/C Issuer or a Limited Fronting Lender) and (z) the Dollar Equivalent of the Fronting/Confirming Sublimit Usage of any Lender shall not exceed the Fronting/Confirming Sublimit of such Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment or 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 sentencethis Agreement. 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 periodAvailability Period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. If requested by the applicable Borrower but subject to the terms and conditions hereof, a Letter of Credit shall satisfy the requirements for letters of credit under the credit-for-reinsurance provisions of the relevant beneficiary’s domiciliary state’s insurance laws and regulations (or the requirements for similar purposes of such other Governmental Authority which then regulates the relevant beneficiary’s insurance business as may be specified by the applicable Borrower) as to which the applicable Borrower provides written notice to the applicable Fronting L/C Issuer(s) or the Several L/C Agent, as applicable, and the Administrative Agent prior to the date of issuance of such Letter of Credit; provided, that such issuance (or confirmation) does not, in the sole discretion of such Fronting L/C Issuer or the Several L/C Agent, as applicable, materially change the potential liability of such Fronting L/C Issuer, the Several L/C Agent or the Lenders; provided, further, that such Fronting L/C Issuer(s) or the Several L/C Agent, as applicable, the Administrative Agent or any Lender shall not be obligated to verify such satisfaction. In addition, if requested by the applicable Borrower, but subject to the terms and conditions hereof, the Administrative Agent, any applicable Fronting L/C Issuer and the Several L/C Agent, as applicable, agree to use commercially reasonable efforts, and the Lenders authorize the Administrative Agent, such Fronting L/C Issuer(s) and the Several L/C Agent, as applicable, to use such commercially reasonable efforts, at the expense of the applicable Borrower, to issue, or cause to be issued (including by one or more foreign branches or affiliates of the Administrative Agent, such Fronting L/C Issuer or the Several L/C Agent), Letters of Credit (or confirmations thereof) denominated in an Alternative Currency in a form and with such terms and conditions as shall satisfy (or facilitate the satisfaction of) the requirements for letters of credit under the provisions of the laws and regulations of a foreign jurisdiction (including insurance and banking regulations thereof) or as may otherwise be reasonably requested by the beneficiary thereof (including the cedent of insurance liabilities); provided, that such issuance (or confirmation) is not, in the sole discretion of the Administrative Agent, such Fronting L/C Issuer or the Several L/C Agent, as applicable, adverse to the interests of the Administrative Agent, such Fronting L/C Issuer, the Several L/C Agent or the Lenders; and provided, further, that none of the Administrative Agent, any of the Fronting L/C Issuers, the Several L/C Agent or any of the Lenders shall be obligated to verify such satisfaction. From and after the Restatement Effective Date, the Existing Letters of Credit that are Fronted Letters of Credit shall be deemed to have been issued pursuant to this Agreement by Bank of America as a Fronting L/C Issuer. The Existing Letters of Credit that are Several Letters of Credit shall be replaced on the Restatement Effective Date with Several Letters of Credit issued by the Lenders pursuant to this Agreement or, to the extent practicable, be amended effective as of the Restatement Effective Date so that the liability of the issuers under such Several Letters of Credit from and after the Restatement Effective Date shall be consistent with the Pro Rata Shares (or other applicable shares as provided herein) of the Lenders, and such Several Letters of Credit, as so amended, shall be deemed to have been issued pursuant to this Agreement.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the 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 Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower WNR, WRC or any Subsidiarytheir Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower WNR, WRC or any Subsidiary their Subsidiaries and any drawings thereunder; provided provided, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the lesser of (I) the Aggregate Revolving CommitmentsCommitments and (II) the Borrowing Base, (y) the Revolving Credit Exposure aggregate Outstanding Amount of the Committed Loans of any 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 Commitment Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary 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 Outstandings shall not exceed the Aggregate Revolving CommitmentsRevolver Ceiling, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any 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 Commitment Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. 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.