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 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 Company or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company or 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 Loans of any 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 Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the 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 Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of any Borrower (provided that any Canadian Letter of Credit may be for the Company or benefit of any of its SubsidiariesCanadian Loan Party), 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 each Domestic Lender severally agree agrees to participate in Domestic Letters of Credit issued for the account of the Company or its Subsidiaries and any drawings thereunder; provided that that, after giving effect to any L/C Credit Extension with respect to any Domestic Letter of Credit, (x) the Total Revolving Domestic Outstandings shall not exceed the Aggregate Revolving CommitmentsDomestic Loan Cap, (y) the aggregate Outstanding Amount of the Revolving Committed Domestic Loans of any Domestic Lender, plus (without duplication) such Domestic Lender’s Applicable Percentage of the Outstanding Amount of all Domestic L/C Obligations, plus such Domestic Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans made to the Domestic Borrowers shall not exceed such Domestic Lender’s Revolving Commitment Domestic Commitment, and (z) the Outstanding Amount of the Domestic L/C Obligations shall not exceed the Domestic Letter of Credit Sublimit; and (C) each Canadian Lender severally agrees to participate in Canadian Letters of Credit and any drawings thereunder; provided that, after giving effect to any Canadian L/C Credit Extension, (x) the Total Canadian Outstandings shall not exceed the Canadian Loan Cap, (y) the aggregate Outstanding Amount of the Committed Canadian Loans of such Canadian Lender, plus (without duplication) such Canadian Lender’s Applicable Percentage of the Outstanding Amount of all Canadian L/C Obligations, plus such Canadian Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans made to the Canadian Borrower shall not exceed such Canadian Lender’s Canadian Commitment, and (z) the Outstanding Amount of the Canadian L/C Obligations shall not exceed the Canadian Letter of Credit Sublimit. Each request by the Company Lead Borrower or the Canadian Borrower, as applicable, for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company Domestic Borrowers or the Canadian Borrower, as applicable, 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 Companyeach Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Any L/C Issuer (other than Bank of America or any of its Lender Affiliates) shall notify the Administrative Agent or the Canadian Agent, as applicable, in writing on each Business Day of all Letters of Credit issued on the prior Business Day by such L/C Issuer, provided that (i) until the Administrative Agent advises any such L/C Issuer that the provisions of Section 4.02 are not satisfied, or (ii) the aggregate amount of the Letters of Credit issued in any such week exceeds such amount as shall be deemed to have been issued pursuant heretoagreed by the Administrative Agent and the L/C Issuer, and from and after the Closing Date such L/C Issuer shall be subject required to so notify the Administrative Agent in writing only once each week of the Letters of Credit issued by such L/C Issuer during the immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to be furnished on such day of the week as the Administrative Agent and governed by the terms and conditions hereofsuch L/C Issuer may agree.

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 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 Company or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company or 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 Loans of any 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, (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the aggregate Outstanding Amount of all Revolving Loans and L/C Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Each request by the Company a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 Companyeach Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.032.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Borrower, or any of its SubsidiariesSubsidiaries as provided in Section 2.3(k), 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 Company Borrower, or any of its Subsidiaries as provided in Section 2.3(k), 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 Committed Loans of any 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, (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SublimitSublimit and (z) the aggregate Stated Amount of all Letters of Credit issued by each L/C Issuer shall not exceed such L/C Issuer’s Fronting Commitment. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies applicable to such L/C Issuer for the account of the Company or any of its SubsidiariesPermitted L/C Party, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries any Permitted L/C Party and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xv) the aggregate amount of L/C Obligations with respect to Letters of Credit issued for the account of one or more Affiliates of the Borrower that will not be Joint Ventures or Subsidiaries of the Borrower after the Spinoff does not exceed $22,000,000 at any time outstanding, (w) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (yx) the aggregate Outstanding Amount of the Revolving Committed Loans of any 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, (zy) the Outstanding Amount of the L/C Obligations in Alternative Currencies shall not exceed the Letter Alternative Currency Sublimit, and (z) the Outstanding Amount of L/C Obligations of any L/C Issuer shall not exceed the L/C Issuer Sublimit of such L/C Issuer; provided further that after the date that is three months after the Closing Date, no Letters of Credit Sublimitshall be issued for the account of any Affiliate of the Borrower that is not at such time a Joint Venture or a Subsidiary of the Borrower. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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, and subject to the terms and conditions set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the such Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Company Borrower or 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 aggregate Revolving Commitments, (y) without duplication, the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving 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 Obligations shall not exceed such Revolving Lender’s Revolving Commitment Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Notwithstanding the above (except that at no time shall the Outstanding Amount of the L/C Obligations exceed the Letter of Credit Sublimit), unless the applicable L/C Issuer shall otherwise consent in its sole discretion, no L/C Issuer shall be obligated to issue Letters of Credit hereunder having a maximum aggregate amount in excess of Nine Million and No/100 Dollars ($9,000,000.00) at any one time outstanding. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 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 Company Borrower or any of its SubsidiariesSubsidiary, 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 Company Borrower or its Subsidiaries 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 aggregate Outstanding Amount of the Revolving Loans of any 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 Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 each Issuing Lender agrees, in reliance upon the agreements of the Dollar Tranche Revolving Credit Lenders set forth in this Section 2.03Section, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company or any of its Restricted Subsidiaries organized under the laws of the United States or any state thereof or any country in which a Borrower is organized or, in each Issuing Lender’s sole and absolute discretion, any of the Company’s other Foreign Subsidiaries that are Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.3(b), and (2) to honor drawings under the Letters of Credit; and (B) the Dollar Tranche Revolving Credit Lenders severally agree to participate in Letters of Credit issued under such Tranche for the account of the Company or its Restricted Subsidiaries and any drawings thereunder; provided that no Issuing Lender shall be obligated to issue a Letter of Credit if, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the L/C Obligations would exceed the L/C Commitment, (x) the Total aggregate principal amount of outstanding Revolving Outstandings shall not Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Aggregate Revolving Commitments, Credit Commitment and (y) the aggregate Outstanding Amount principal amount of the outstanding Dollar Tranche Revolving Loans of any LenderCredit Loans, plus such Lender’s Applicable Percentage the aggregate principal amount of outstanding Swingline Loans plus the Outstanding Amount aggregate 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 would exceed the Letter of Dollar Tranche Revolving Credit SublimitCommitment. Each request by the Company a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company such Borrower that the L/C Letter of Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company 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 heretohereto 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 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 Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies applicable to such L/C Issuer for the account of the Company or any of its SubsidiariesPermitted L/C Party, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries any Permitted L/C Party and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xv) the Total Revolving Outstandings shall not exceed the Aggregate Revolving CommitmentsCredit Facility, (yw) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any 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 Lender shall not exceed such Lender’s Revolving Commitment and Commitment, (zx) the Outstanding Amount of the L/C Obligations in Alternative Currencies shall not exceed the Letter Alternative Currency Sublimit, (y) the aggregate Outstanding Amount of all Financial Letters of Credit Sublimitand commercial letters of credit shall not exceed $150,000,000 and (z) the Outstanding Amount of L/C Obligations of any L/C Issuer shall not exceed the L/C Issuer Sublimit of such L/C Issuer. Each request by the Company Borrower or a Permitted L/C Party for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, during the foregoing periodperiod listed in subclause (A)(1) of this Section, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing For the avoidance of doubt, all Letters of Credit outstanding under the Existing Credit Agreement as of the Closing Date for the account of a Permitted L/C Party shall in each case be deemed to have been Letters of Credit issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Committed Loan Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Committed Loan Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xv) the Total Revolving Outstandings Outstanding Amount of Committed Loans, Bid Loans, Swing Line Loans and L/C Obligations shall not exceed the Aggregate Revolving Commitments, (yw) the aggregate Outstanding Amount of the Revolving Committed Loans of any Committed Loan Lender, plus such Committed Loan Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Committed Loan Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Committed Loan Lender’s Revolving Commitment and Commitment, (zx) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SublimitSublimit and the Outstanding Amount of the L/C Obligations under any Tranche shall not exceed the Letter of Credit Sublimit for such Tranche, (y) in respect of any Tranche, the aggregate Outstanding Amount of the Committed Loans of any Committed Loan Lender in respect of such Tranche, plus such Committed Loan Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations in respect of such Tranche, plus such Committed Loan Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans in respect of such Tranche shall not exceed such Committed Loan Lender’s Commitment for such Tranche and (z) the aggregate Outstanding Amount of Committed Loans, Swing Line Loans and L/C Obligations under any Tranche shall not exceed the Applicable Sublimit for such Tranche. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Each L/C Issuer shall notify the Administrative Agent, of the receipt of any application for a Letter of Credit, any repayment of any drawing under any Letter of Credit, the stated amount of all Letters of Credit shall be deemed issued by it, the undrawn amount thereof, the amount of any Unreimbursed Amount in respect thereof and any other information requested from time to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed time by the terms and conditions hereofAdministrative Agent.

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 (among other things) the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more an Alternative Currencies Currency for the account of the Company Parent Borrower or any Restricted Subsidiary (provided that the Borrowers hereby irrevocably agree to reimburse the applicable L/C Issuer for amounts drawn on any Letters of its Subsidiaries, Credit issued for the account of the Parent Borrower or any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(c), 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 Company Parent Borrower or its Subsidiaries and any drawings thereunderRestricted Subsidiary; 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 (w) the aggregate amount of L/C Obligations owing to such L/C Issuer would exceed the Letter of Credit Commitment of such L/C Issuer, (x) the Total Revolving Credit Outstandings shall not would exceed the Aggregate Revolving CommitmentsCredit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share 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 would exceed such Lender’s Revolving Credit 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 Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company 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 denominated in Dollars or an Alternative Currency. In the Closing Date shall be subject to and governed by event of any inconsistency between the terms and conditions hereofof this Agreement and the terms and conditions of any Letter of Credit, the terms and conditions of this Agreement shall control.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth hereinherein and other terms and conditions that the applicable L/C Issuer may reasonably require, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.2, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue standby Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company or any of its Subsidiaries, 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 such Letters of Credit issued for the account of the Company or its Subsidiaries and any drawings thereunderBorrower; provided provided, however, that after giving effect to the issuance of any Letter of Credit (1) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Credit Extension with respect to any Letter Obligations plus the aggregate principal amount of Credit, (x) the Total Revolving Outstandings Swing Line Loans shall not exceed the Aggregate Revolving CommitmentsCommitted Amount, (y2) with respect to each individual Lender, the sum of the aggregate Outstanding Amount principal amount of the outstanding Revolving Loans of any Lender, such Lender plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount aggregate principal amount of all outstanding L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Obligations and Swing Line Loans shall not exceed such Lender’s Revolving Commitment and Commitment, (z3) the Outstanding Amount aggregate amount of the L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Each request by Sublimit and (4) the Company for the issuance or amendment aggregate principal amount of a Letter of Credit shall be deemed to be a representation by the Company that the outstanding L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceObligations of any Initial L/C Issuer shall not exceed such Initial L/C Issuer’s L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 Borrower and the Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more an Alternative Currencies Currency for the account of the Company Borrower or any its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of its SubsidiariesCredit shall not exceed such L/C Issuer’s Letter of Credit Commitment, 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 Company Borrower or its Subsidiaries subsidiaries and any drawings thereunder; provided that that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xv) the Total Revolving Outstandings Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Aggregate Revolving CommitmentsLetter of Credit Commitment of such L/C Issuer, (yw) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any 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 then in effect, (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 Borrower and the Lenders set forth in this Section 2.032.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Borrower or any of its Subsidiariessubsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), 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 Company Borrower or its Subsidiaries subsidiaries and any drawings thereunder; provided that that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Utilization of Revolving Outstandings Commitments shall not exceed the Aggregate Revolving CommitmentsCommitments then in effect, (yx) the aggregate Outstanding Amount of the Revolving Loans and Swing Line Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share 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 then in effect, (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans and Swing Line Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Pro Rata Share of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 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 Company or any its Subsidiaries (provided that HSBC shall issue Letters of its SubsidiariesCredit solely for the account of the Designated UK Borrowers), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, including Supporting L/Cs in accordance with Section 2.03(m) and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit (other than Bank Guaranties) issued for the account of the Company or its Subsidiaries and any drawings thereunderthereunder (provided that HSBC shall participate in Letters of Credit solely as hereafter provided); provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xu) the aggregate Outstanding Amount of all Loans and L/C Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit, (v), the Total Revolving Outstandings shall not exceed the Aggregate Revolving Combined Commitments, (yw) the Total Outstandings minus the aggregate Outstanding Amount of all Designated UK Borrower Obligations shall not exceed the Aggregate Commitments (US), (x) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender, Lender plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, 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, (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of all Designated UK Borrower Obligations shall not exceed the UK Sublimit; and provided further that the availability of the Aggregate Commitments (US) and the UK Commitment at any time for the making of Loans and the issuance of Letters of Credit shall be reduced by the amount of the Alternative Currency Reserve (if any). Letters of Credit shall be requested by Grant Prideco, L.P., on behalf of the Company and its Subsidiaries, except that the applicable Designated UK Borrower shall request the issuance or amendment of UK Issued L/Cs. Each request by Grant Prideco, L.P. or the Company applicable Designated UK Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company such Person 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, Grant Prideco, L.P.’s and the Company’s Designated UK Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Grant Prideco, L.P. and the Company Designated UK 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. Any Bank Guaranty issued under this Agreement shall be subject to the additional requirements of Section 2.03(m).

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 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 Company Borrowers or any of its their Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company Borrowers or its their Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (yx) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans 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 Sublimit or (z) the aggregate Outstanding Amount of all L/C Obligations and all Loans, in each case, denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Each request by the Company a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company 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 Revolving Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor 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 Company Borrower or 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 Committed Revolving Loans of any Revolving Lender (less, with respect only to the Alternative Currency Fronting Lender, the aggregate Alternative Currency Risk Participations in all Revolving Loans denominated in Alternative Currencies), plus, with respect only to the Alternative Currency Participating Lenders, such Lender’s Alternative Currency Risk Participations in Revolving Loans denominated in Alternative Currencies advanced by the Alternative Currency Fronting Lender for such Lender, plus such Revolving 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 Obligations shall not exceed such Revolving Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided, further, that unless the applicable L/C Issuer shall otherwise consent, no L/C Issuer shall be obligated to issue Letters of Credit hereunder in an aggregate face amount at any time outstanding in excess of an amount equal to the lesser of (i) one-third of the Letter of Credit Sublimit at such time and (ii) the Revolving Commitment of the Revolving Lender acting as such L/C Issuer at such time. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 The Existing Letters of Credit shall be deemed to have been issued pursuant heretohereunder by the issuer thereof, to the extent such issuer is a Revolving Lender, and from such issuer shall have the obligation to amend, renew, extend or otherwise modify any such Existing Letter of Credit, subject to terms, conditions and limitations hereunder. From and after the Closing Date Date, the Existing Letters of Credit 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 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 Company or any of its SubsidiariesBorrowers, 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 Company or 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 Committed Loans of any 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 Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso provisos to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the 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 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Cxxxxxxxx or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company Cxxxxxxxx or 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 Committed Loans of any 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) (i) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (ii) the aggregate Outstanding Amount of all Loans denominated in Alternative Currencies and Outstanding Amount of all L/C Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Each request by the Company Cxxxxxxxx for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company Cxxxxxxxx that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s Cxxxxxxxx’x ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Cxxxxxxxx may, 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, 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 each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company Borrower or its Subsidiaries and any drawings thereunderthereunder (however, except as set forth in Section 2.04(a)(iii) below, any Lender’s failure to so participate shall not affect the L/C Issuer’s obligation to issue any Letters of Credit); 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 Committed Loans of any 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 Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 Revolving A Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Initial Borrowing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies Currencies, Australian Dollars or New Zealand Dollars for the account of the Company Parent or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Company Parent or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xv) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (w) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (yx) the aggregate Outstanding Amount of the Revolving A Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Domestic Swing Line Loans shall not exceed such Lender’s Revolving A Commitment and (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the 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 Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings properly drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company Borrower or 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 Committed Loans of any 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 (zy) the Outstanding Amount aggregate amount available to be drawn under all Letters of Credit issued by the applicable L/C Obligations Issuer issuing such Letter of Credit shall not exceed the such L/C Issuer’s Letter of Credit SublimitCommitment (provided that any L/C Issuer may, following a request from the Borrower and in its sole discretion, issue Letters of Credit in an aggregate available amount in excess of such L/C Issuer’s Letter of Credit Commitment so long as the other conditions to the issuance of any such Letters of Credit are satisfied). Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 Effective Date shall be subject to and governed by the terms and conditions hereof. The Borrower agrees to promptly notify the Administrative Agent of the designation of any Lender or Affiliate of a Lender as an L/C Issuer.

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 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 Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of CreditCredit issued by it; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries under this Agreement and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x1) the Total Revolving Outstandings shall not exceed the Aggregate aggregate outstanding Revolving Commitments, (y2) the aggregate Outstanding Amount of the Revolving Loans Exposure of any 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 Revolving Lender shall not exceed such Lender’s Revolving Commitment and Commitment, (z3) the Outstanding Amount of the all L/C Obligations shall not exceed the Letter of Credit Sublimit, (4) the Revolving Class Exposure of any Revolving Lender in respect of any Class shall not exceed such Revolving Lender’s Revolving Commitment of such Class, and (5) the Revolving Class Exposure of all Revolving Lenders in respect of any Class of Revolving Commitments shall not exceed the aggregate outstanding Revolving Commitments of such Class. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 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 Company or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit (I) with respect to the Lender acting as L/C Issuer for such Letter of Credit, the sum (xwithout duplication) of (A)(1) the Revolving Credit Exposure of such Lender plus (2) the Outstanding Amount of all outstanding Letters of Credit issued by such Lender (or any Affiliate thereof) (and for which the participations of other Lenders have not been funded) plus (3) the aggregate outstanding principal amount of the Swing Line Loans made by such Lender (or any Affiliate thereof) plus (4) the aggregate outstanding principal amount of all Individual Currency Loans of such Lender (or any Affiliate thereof) shall not exceed (B) the sum of (1) such Lender’s Core Currency Commitment plus (2) such Lender’s (and its Affiliates’) aggregate Individual Currency Commitments, (II) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (yIII) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any 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 Lender shall not exceed such Lender’s Revolving Core Currency Commitment, (IV) the Outstanding Amount of the L/C Obligations in respect of Letters of Credit issued by such L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment and (zV) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (x) (A) the L/C Issuer each Issuing Bank agrees, in reliance upon the agreements of the U.S. 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 Letter of Credit Expiration Date, to issue U.S. Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company or any of its Subsidiaries, and to amend or extend U.S. Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the U.S. Letters of Credit; and (B) the U.S. Revolving Lenders severally agree to participate in U.S. Letters of Credit issued for the account of the Company or its Subsidiaries and any drawings thereunder and (y) each Issuing Bank agrees, in reliance upon the agreements of the Alternative Currency Revolving Lenders set forth in this Section 2.05, (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 Alternative Currency Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company or its Subsidiaries, and to amend or extend Alternative Currency Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Alternative Currency Letters of Credit; and (B) the Alternative Currency Revolving Lenders severally agree to participate in Alternative Currency Letters of Credit issued for the account of the Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xA) the Total Revolving Outstandings aggregate L/C Exposure shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C ObligationsExposure Sublimit, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment and (zB) the Outstanding Amount of the L/C Obligations total U.S. Revolving Credit Exposures shall not exceed the Letter of total U.S. Revolving Commitments and (C) subject to Section 1.12, the total Alternative Currency Revolving Credit SublimitExposures shall not exceed the total Alternative Currency Revolving Commitments. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit denominated in U.S. Dollars shall be deemed to have been be U.S. Letters of Credit and all Existing Letters of Credit denominated in any other currency shall be deemed to be Alternative Currency Letters of Credit issued pursuant hereto, to this Agreement on the Closing Date 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 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 GFI or any of its Subsidiaries denominated in Dollars or in one or more Alternative Currencies or for the account of the Company Foreign Borrower or any of its SubsidiariesSubsidiaries in Dollars or in one or more Alternative Currencies, 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 Company Borrowers or its their Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (yx) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans Obligations 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 Sublimit and (z) the aggregate Outstanding Amount of all Revolving Loans made in Alternative Currencies plus the Outstanding Amount of Foreign L/C Obligations shall not exceed the Alternative Currency Sublimit; and provided further that the availability of the Aggregate Revolving Commitments at any time for the making of Loans and the issuance of Letters of Credit shall be reduced by the amount of the Alternative Currency Reserve. Each request by the Company a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Companysuch Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company 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 Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date date hereof until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Borrowers or any of its certain 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 under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries and any drawings thereunderBorrowers; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, Credit (xi) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (yii) the aggregate Outstanding Amount of Total Outstandings denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit, (iii) the Revolving Loans Credit Exposure of any 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 Lender shall not exceed such Lender’s Revolving Commitment and Commitment, (ziv) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by Sublimit and (v) in the Company for case of the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that Lender acting as the L/C Issuer with respect to such Letter of Credit Extension so requested complies with (whether directly or through an Affiliate), unless such Lender shall agree otherwise in its sole discretion, such Lender’s Revolving Credit Exposure plus (without duplication) the conditions set forth in the proviso to the preceding sentenceaggregate face amount of outstanding Letters of Credit issued by such L/C Issuer shall not exceed such Lender’s Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Companyeach Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company 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 Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company or 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 Loans of any 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 plus such Lender’s Applicable Percentage of the Outstanding Amount of all Canadian Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. 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 Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso provisos to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the 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 Revolving Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company or any of its SubsidiariesBorrowers, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (bSection 2.03(b) below, and (2) to honor 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 Company or its Subsidiaries Borrowers and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving CommitmentsLoan Cap, (y) the aggregate Outstanding Amount of the Committed Revolving Loans of any 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 or such Lender’s Applicable Percentage of the Revolving Borrowing Base, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit (nor shall the Outstanding Amount of all the L/C Obligations owed with respect to Commercial Letters of Credit exceed the Commercial L/C Sublimit, or the Outstanding Amount of all the L/C Obligations owed with respect to Standby Letters of Credit exceed the Standby L/C Sublimit). Each request by the Company Lead Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 Company’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company 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 The Existing Letters 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 hereinherein and other terms and conditions that the applicable L/C Issuer may reasonably require, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.2, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue standby Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company or any of its Subsidiaries, 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 such Letters of Credit issued for the account of the Company or its Subsidiaries and any drawings thereunderBorrower; provided provided, however, that after giving effect to the issuance of any Letter of Credit (1) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Credit Extension with respect to any Letter Obligations plus the aggregate principal amount of Credit, (x) the Total Revolving Outstandings Swing Line Loans shall not exceed the Aggregate Revolving CommitmentsCommitted Amount, (y2) with respect to each individual Lender, the sum of the aggregate Outstanding Amount principal amount of the outstanding Revolving Loans of any Lender, such Lender plus such Lender’s Applicable Percentage 's Pro Rata Share of the Outstanding Amount aggregate principal amount of all outstanding L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Obligations and Swing Line Loans shall not exceed such Lender’s Revolving Commitment and 's Commitment, (z3) the Outstanding Amount aggregate amount of the L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Each request by Sublimit and (4) the Company for the issuance or amendment aggregate principal amount of a Letter of Credit shall be deemed to be a representation by the Company that the outstanding L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceObligations of any Initial L/C Issuer shall not exceed such Initial L/C Issuer's L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 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 Company or any of its SubsidiariesDesignated 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 CreditCredit issued by it; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries any Designated Borrower 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 Committed Loans of any 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, (y) unless otherwise agreed by the applicable L/C Issuer, the aggregate amount available to be drawn under all Letters of Credit issued by the applicable L/C Issuer issuing such Letter of Credit shall not exceed such L/C Issuer’s Letter of Credit Sublimit and (z) the Outstanding Amount of the L/C Obligations shall not exceed the aggregate Letter of Credit Sublimit. Each request by the Company a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability of the Borrowers to obtain Letters of Credit shall be fully revolving, and accordingly the Company and any Designated Borrower may, 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 each Fronting Bank 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 Letter of Credit Expiration DateAvailability Period, to issue Fronted Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company or any of its Subsidiarieseach L/C Borrower, and to amend or extend Fronted Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Fronted Letters of Credit; and (B) the Lenders severally agree to participate in Fronted Letters of Credit issued for the account of the Company or its Subsidiaries such Borrower and any drawings thereunder; (B) each Lender severally agrees, (1) from time to time on any Business Day during the Availability Period, to issue, extend and renew in such Lender’s Applicable Percentage, Several Letters of Credit denominated in Dollars or one or more Alternative Currencies at the request of and for the account of each L/C Borrower, in accordance with subsection (b) below (except such Letters of Credit as to which it has advised that it is a Participating Bank), and (2) to honor its Applicable Percentage of drawings under the Several Letters of Credit and each Fronting Bank who has agreed to front for a Participating Bank under Several Letters of Credit hereby agrees that it shall be severally (and not jointly) liable for an amount equal to its Applicable Percentage plus such Participating Bank’s Applicable Percentage under each Several Letter of Credit and each Participating Bank hereby agrees to purchase a risk participation in the obligations of the relevant Fronting Bank under any such Several Letter of Credit in an amount equal to such Participating Bank’s Applicable Percentage; 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 Loans of any 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 Obligations shall not exceed such Lender’s Revolving Commitment Commitment, (y) the Secured L/C Obligations of an L/C Borrower shall not exceed such Borrower’s Borrowing Base, and (z) the Outstanding Amount stated amount of all Letters of Credit denominated in an Alternative Currency plus the L/C Obligations aggregate outstanding principal amount of Loans denominated in Alternative Currencies shall not exceed the Letter of Credit Alternative Currency Sublimit. Each request by the Company an L/C Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s L/C Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company L/C 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 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 Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies applicable to such L/C Issuer for the account of the Company or any of its SubsidiariesPermitted L/C Party, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries any Permitted L/C Party 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 Committed Loans of any 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, (zy) the Outstanding Amount of the L/C Obligations in Alternative Currencies shall not exceed the Letter Alternative Currency Sublimit, and (z) the Outstanding Amount of Credit SublimitL/C Obligations of any L/C Issuer shall not exceed the L/C Issuer Sublimit of such L/C Issuer. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 For the avoidance of doubt, all Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after outstanding under the Existing Credit Agreement as of the Closing Date shall be subject constitute Letters of Credit hereunder pursuant to and governed by the terms and conditions hereofSection 1.09.

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 Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or (or, in one or more accordance with Section 1.09, an Alternative Currencies L/C Currency) for the account of the Company U.S. Borrowers or any of its their Subsidiaries, and to amend or extend Letters of Credit denominated in Dollars (or an Alternative L/C Currency) previously issued by it, in accordance with subsection Section 2.03(b), (b2) belowfrom time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Euros or Pounds (or, in accordance with Section 1.09, an Alternative L/C Currency) for the account of the U.K. Borrowers or their Subsidiaries, and to amend Letters of Credit denominated in Euros or Pounds (or an Alternative L/C Currency) previously issued by it in accordance with Section 2.03(b), and (23) 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 Company Borrowers or its their Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving Outstandings shall not exceed the Aggregate Revolving CommitmentsFacility, (yx) the aggregate Outstanding Amount of the Revolving Credit Loans of any 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, (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Credit Loans denominated in Foreign Currencies, plus the Outstanding Amount of all L/C Obligations in respect of Letters of Credit denominated in Foreign Currencies shall not exceed the Foreign Currency Sublimit. Each request by the Company a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company 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 Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies Sterling for the account of the Company Borrower or any other Subsidiary of its Subsidiariesthe Parent, 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 Borrower or other Subsidiaries of the Company or its Subsidiaries Parent (for the avoidance of doubt, including any Letters of Credit with an expiry date later than the Letter of Credit Expiration Date issued in accordance with Section 2.03(a)(ii)(B) below) and any drawings thereunder; provided that after giving effect to any L/C Credit Extension 51729297_11 with respect to any Letter of CreditCredit (based in respect of any Letter of Credit denominated in Sterling on the Equivalent in Dollars), (x) the Total Revolving Outstandings Outstanding Amount of all Advances, all L/C Obligations and all Swing Line Loans shall not exceed the Aggregate Revolving CommitmentsTotal Commitment, (y) the aggregate Outstanding Amount of the Revolving Loans Advances of any Lender, Lender plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations, Obligations plus such Lender’s Applicable Percentage Pro Rata Share 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 Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 Letter of Credit Expiration Date (or, to the extent Section 2.03(a)(ii)(G) has been complied with, the date which is nine (9) Business Days prior to the Maturity Date), to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company or any of its SubsidiariesBorrowers, 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 Company or its Subsidiaries Borrowers and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving WC Outstandings shall not exceed the Aggregate Revolving WC Commitments, (x) the Total WC Outstandings other than the maximum drawing amount of any issued and outstanding Product Under Contract LCs shall not exceed the Borrowing Base; (y) the aggregate Outstanding Amount of the Revolving WC Loans of any 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 Obligations shall not exceed such Lender’s Revolving Commitment WC Commitment, and (z) the Outstanding Amount of the L/C Obligations for Product Under Contract LCs shall not exceed $20,000,000. In addition, the Letter aggregate face amount of all standby Letters of Credit Sublimitissued to secure bonding and performance obligations of the Borrowers shall not exceed at any time outstanding $10,000,000. Each request by the Company Borrowers for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 Company’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company 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 hereinout in this Agreement, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth out 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 Termination Date, to issue Letters of Credit denominated in Dollars for the account of Parent, and denominated in Dollars or in one or more Alternative Currencies currencies for the account of the Company or any of its SubsidiariesUK Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection clause (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 Company or its Subsidiaries Borrowers and any drawings drawing thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xA) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (yB) the Outstanding Amount of all Revolving Loans, L/C Obligations, and Swing Line Loans shall not exceed the Revolving Committed Amount, (C) the aggregate Outstanding Amount of the Committed Loans of any 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 Commitment, (D) the aggregate Outstanding Amount of the Revolving Loans of any 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 Applicable Percentage of the Revolving Commitment and Committed Amount, (zE) the Outstanding Amount of the L/C Obligations for Parent shall not exceed its Letter of Credit Sublimit, (F) the Outstanding Amount of the L/C Obligations for UK Borrower shall not exceed its Letter of Credit Sublimit. Each request by the Company Borrowers for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company Borrowers 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All From and after the occurrence of the Closing Date and the satisfaction of all conditions precedent in Section 4.01(c), 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 Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor 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 Company Borrower or 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 Commitments, (y) the aggregate Outstanding Amount of the Revolving Committed Loans of any Revolving Credit Lender, plus such Lender’s 's Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s 's Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment 's Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Subject to the other terms and conditions set forth herein, the Borrower may request, for its own account or the account of a Subsidiary, the issuance of such Letters of Credit in an Alternative Currency; provided, however, that, in addition to the other conditions to the issuance of Letters of Credit set forth in this Section 2.03(a)(i), after giving effect to such request, the Dollar Equivalent of the Foreign LC Exposure shall not exceed $2,000,000 at any one time. Such Letters of Credit issued in an Alternative Currency hereunder shall constitute utilization of the Aggregate Commitments in the amount of the Dollar Equivalent of such Letter of Credit. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso provisos to the preceding sentencetwo sentences. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof; provided that, on or before the date that is ninety (90) days after the Closing Date, the Borrower shall cause the Existing Letters of Credit to be cancelled and, if necessary, re-issued as Letters of Credit 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 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 Company or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company or 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 Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans 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 Sublimit and (z) the aggregate Outstanding Amount of the L/C Obligations denominated in an Alternative Currency plus the aggregate Outstanding Amount of Loans denominated in an Alternative Currency shall not exceed the Alternative Currency Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Furthermore, each Lender acknowledges and confirms that it has a participation interest in the liability of the L/C Issuer under each Existing Letters Letter of Credit in a percentage equal to its Pro Rata Share of Revolving Loans. The Company’s reimbursement obligations in respect of each Existing Letter of Credit, and each Lender’s obligations in connection therewith, 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 hereofof this Agreement.

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 Borrower and the Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more an Alternative Currencies Currency for the account of the Company Borrower or any its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of its SubsidiariesCredit shall not exceed such L/C Issuer’s Letter of Credit Commitment, 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 Company Borrower or its Subsidiaries subsidiaries and any drawings thereunder; provided that that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xv) the Total Revolving Outstandings Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Aggregate Revolving CommitmentsLetter of Credit Commitment of such L/C Issuer, (yw) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any 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 LenderXxxxxx’s Revolving Commitment and then in effect, (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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. (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 Letter of Credit Expiration Maturity Date, to issue Letters of Credit denominated in US Dollars or in one or more Alternative Currencies for the account of the Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 3.2, and (2B) to honor 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 Company Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of made by any Lender, plus such Lender’s Applicable Commitment Percentage of the Outstanding Amount of all L/C Obligations, Obligations plus such Lender’s Applicable Commitment Percentage of the Outstanding Amount of all Swing Line Swingline Loans shall not exceed the amount of such Lender’s Revolving Commitment and (z) the aggregate Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and L/C Obligations denominated in Alternative Currencies shall not exceed the Letter of Credit Alternative Currency Sublimit. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolvingrevolving and, and accordingly accordingly, the Company Borrower may, 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 heretohereto and, and from and after the Closing Date 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 Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company any Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company any Borrower or its 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 Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Committed Loans of any 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 Company a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 Companyapplicable Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company applicable Borrower may, 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 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 Company or any of its SubsidiariesSubsidiary, 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 Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries 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, (xw) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Commitments, (yx) with respect to each Revolving Credit Lender, the Revolving Credit Exposure of such Revolving Credit Lender plus, without duplication, the aggregate Outstanding Amount of the Revolving Loans of any 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 advanced by such Revolving Credit Lender in its capacity as a Swing Line Lender, shall not exceed such Revolving Credit Lender’s Revolving Commitment and Credit Commitment, (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of all Revolving Credit Loans and Letters of Credit denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit; provided, further, that, after giving effect to any L/C Credit Extension, the aggregate Outstanding Amount of all L/C Obligations with respect to Letters of Credit issued by any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso provisos to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s or any Subsidiary’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the 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 Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Company, any Subsidiary, MSG Entertainment Corp., Parent and/or any Subsidiary of Parent (or any in the case of its SubsidiariesExisting Letters of Credit, for the account of Old Parent), 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 CreditCredit issued by it; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Company Company, any Subsidiary, MSG Entertainment Corp., Parent and/or any Subsidiary of Parent (or its Subsidiaries in the case of Existing Letters of Credit, for the account of Old Parent) 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 aggregate Revolving Credit Commitments, (yx) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus shall not exceed such LenderXxxxxx’s Applicable Percentage Revolving Credit Commitment, (y) the aggregate amount available to be drawn under all Letters of Credit issued by the applicable L/C Issuer issuing such Letter of Credit shall not exceed either of (I) such L/C Issuer’s Letter of Credit Commitment (provided that any L/C Issuer may, following a request from the Company, in its sole discretion, issue Letters of Credit in an aggregate available amount in excess of such L/C Issuer’s Letter of Credit Commitment so long as the Outstanding Amount of all Swing Line Loans L/C Obligations shall not exceed the Letter of Credit Sublimit) and (II) the aggregate amount of such LenderL/C Issuer’s unused 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 Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the 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 Closing Date until the applicable Letter of Credit Expiration Date, to issue (x) Tranche A Letters of Credit denominated in Dollars and (y) Tranche B Letters of Credit denominated in Dollars or in one or more an Alternative Currencies Currency, in each case for the account of the Company or any of its Subsidiaries, 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; and (B) the Revolving Credit Lenders of each Class severally agree to participate in Letters of Credit of such Class issued for the account of the Company or its Subsidiaries and any drawings thereunderBorrower; provided that (A) after giving effect to any Tranche A 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 aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Tranche A Revolving Credit Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all Tranche A L/C Obligations, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Commitment Credit Commitment, (B) after giving effect to any Tranche X X/C Credit Extension, the aggregate Outstanding Amount of the Tranche B Revolving Credit Loans of any Tranche B Revolving Credit Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Tranche X X/C Obligations shall not exceed such Lender’s Tranche B Revolving Credit Commitment, (C) after giving effect to any Tranche X X/C Credit Extension denominated in Dollars, the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of all Tranche A Revolving Credit Lenders, plus the Outstanding Amount of all Tranche A L/C Obligations, plus the Outstanding Amount of all Swing Line Loans is equal to the aggregate amount of Tranche A Revolving Credit Commitments for all Lenders and (zD) after giving effect to any L/C Credit Extension, the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Companyeach Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company 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 Revolving Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; , and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Company or 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 Revolving Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Applicable Percentage of the Outstanding Revolving Amount of all L/C Obligations, Obligations plus such Revolving Lender’s Applicable Percentage of the Outstanding Revolving Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment Commitment, and (z) (1) the Outstanding Revolving Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (2) the aggregate amount of all Alternative Currency Loans and L/C Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the 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 Letter of Credit Expiration Cash Collateral Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Borrower, any Consolidated Entity or any of its SubsidiariesUnconsolidated Entity, 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 Company Borrower, any Consolidated Entity or its Subsidiaries any Unconsolidated Entity 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 Committed Loans of any Lender, plus such Lender’s Applicable Percentage 's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage 's Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment and 's Commitment, (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SublimitSublimit and (z) the aggregate Unsecured Debt of the Borrower and the Consolidated Entities (including any requested or pending Credit Extension) shall not exceed the amount permitted pursuant to Section 7.03(a)(ii) hereof. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that are expiring or 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 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 Company or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company or 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 Loans of any 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 plus such Lender’s Applicable Percentage of the Outstanding Amount of all Canadian Swing Line Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. 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 Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso provisos to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the 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 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 Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company Borrower or its Subsidiaries 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, (xw) the Total Revolving Outstandings shall not would exceed the Aggregate Revolving CommitmentsCommitment, (yx) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not would exceed such Lender’s Revolving Commitment and Commitment, (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit, or (z) the aggregate Outstanding Amount of L/C Obligations and Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company Borrower or its Subsidiaries and any drawings thereunderthereunder (however, except as set forth in Section 2.04(a)(iii) below, any Lender’s failure to so participate shall not affect the L/C Issuer’s obligation to issue any Letters of Credit); provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xi) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (yii) the aggregate Outstanding Amount of the Revolving Committed Loans of any 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 LenderXxxxxx’s Revolving Commitment and Commitment, (ziii) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SublimitSublimit and (iv) the aggregate amount of the outstanding Letters of Credit issued by any L/C Issuer shall not exceed its L/C Commitment. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 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 Company or any of its SubsidiariesCompany, 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 Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xv) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (yx) the aggregate Outstanding Amount of the Revolving Committed Loans of any 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, (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the aggregate Outstanding Amount of the L/C Obligations denominated in an Alternative Currency plus the aggregate Outstanding Amount of Committed Loans denominated in an Alternative Currency shall not exceed the Alternative Currency Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the 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 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 Company Borrower (or any of its SubsidiariesRestricted Subsidiary so long as the Borrower is a joint and several co-applicant, and references to the “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 Company or its Subsidiaries and any drawings thereunderBorrower; provided that after giving effect the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if, as of the date of such L/C Credit Extension, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage Amount of Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not Loans, 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 Sublimit. Each request by Sublimit or (z) the Company 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 Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Xxxxxxxxx or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company Xxxxxxxxx or 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 Committed Loans of any 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) (i) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (ii) the aggregate Outstanding Amount of all Loans denominated in Alternative Currencies and Outstanding Amount of all L/C Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Each request by the Company Xxxxxxxxx for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company Xxxxxxxxx that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s Xxxxxxxxx’x ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Xxxxxxxxx may, 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, 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 each Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from and including the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Alternative Currencies for the account of the Company or applicable Borrower (provided that any Letter of its SubsidiariesCredit may be for the benefit of any Subsidiary of any Borrower and may be issued for the joint and several account of any Borrower and a Restricted Subsidiary to the extent otherwise permitted by this Agreement; provided further that to the extent any such Subsidiary is a non-Credit Party, such Letter of Credit shall be deemed an Investment in such Subsidiary and shall only be issued so long as such NAI-1537241654v2 Investment is permitted hereunder) 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 for the account of the Company or its Subsidiaries and any drawings thereunderpursuant to this Section 2.03; provided that after giving effect no Issuing Bank shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, if as of the date of (and after giving effect to) such L/C Credit Extension (x) the Total Revolving Outstandings shall not Exposure of any Participating Revolving Credit Lender would exceed the Aggregate such Xxxxxx’s Participating Revolving CommitmentsCredit Commitment, (y) the aggregate Outstanding Amount amount of Revolving Exposure exceeds the aggregate amount of Participating Revolving Loans of any 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 Credit Commitments 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 Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Companyeach Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been be issued pursuant hereto, hereunder and from and after the Closing Date shall be constitute Letters of Credit 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 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 Company Borrower (or any of its SubsidiariesRestricted Subsidiary so long as the Borrower is a joint and several co-applicant, and references to the “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 Company or its Subsidiaries and any drawings thereunderBorrower; provided that after giving effect the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if, as of the date of such L/C Credit Extension, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage Amount of Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not Loans, 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 Sublimit. Each request by Sublimit or (z) the Company 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 Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 The Borrower, the Administrative Agent and each Lender hereby acknowledge and agree that the Existing Letters Letter of Credit shall be deemed to have been issued pursuant hereto, and from constitute a Letter of Credit under this Agreement on and after the Amendment Closing Date shall be subject to and governed with the same effect as if such Existing Letter of Credit were issued by Xxxxx Fargo at the terms and conditions request of the Borrower on the date 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 Revolving Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company or any of its SubsidiariesBorrower, 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 Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries and any drawings thereunderBorrower; provided that after giving effect the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in any Letter of Credit if (xw) as of the date of such L/C Credit Extension, the sum of (I) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Effective Amount of the all outstanding Revolving Loans made by such Revolving Lender at the time of any Lender, plus such L/C Credit Extension and (II) such Revolving Lender’s Applicable Percentage Revolving Proportionate Share of the Outstanding Effective Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of Obligations and all Swing Line Loans shall not at such time outstanding exceeds or would exceed such Revolving Lender’s Revolving Loan Commitment then in effect, (x) 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 Revolving 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, (y) 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 Company for the issuance Sublimit or amendment of a (z) either before or after issuing such Letter of Credit shall be deemed to be a representation by Credit, either (i) the Company that the L/C Credit Extension so requested complies Borrower is not in compliance with the conditions covenant set forth in Section 5.03(e) or (ii) it would not be possible for the proviso Borrower to comply with the preceding sentencecovenant set forth in Section 5.03(e). Within the foregoing limits, and on the terms and subject to the terms and conditions hereof, the CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies Sterling for the account of the Company Borrower or any other Subsidiary of its Subsidiariesthe Parent, 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 91839933_4 Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or other Subsidiaries of the Company or its Subsidiaries Parent (for the avoidance of doubt, including any Letters of Credit with an expiry date later than the Letter of Credit Expiration Date issued in accordance with Section 2.03(a)(ii)(B) below) and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of CreditCredit (based in respect of any Letter of Credit denominated in Sterling on the Equivalent in Dollars), (w) the Outstanding Amount of all Advances, all L/C Obligations and all Swing Line Loans shall not exceed the Total Commitment, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans Advances of any Lender, Lender plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations, Obligations plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans 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 applicable to such L/C Issuer and (z) the aggregate Outstanding Amount of all Swing Line Loans (after giving effect to any repayment or prepayment thereof to occur immediately prior to or concurrently with such L/C Credit Extension) plus the aggregate Outstanding Amount at such time of the Advances of the Lender acting as Swing Line Lender plus the aggregate Outstanding Amount of such Lender’s participations in L/C Obligations (including L/C Obligations in respect of such L/C Credit Extension) shall not exceed such Lender’s Commitment. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 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 Company or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders under the applicable Revolving Tranche severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xv) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (yw) the aggregate Outstanding Amount of the Revolving Loans A Exposure of any 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 Revolving A Lender shall not exceed such Lender’s Revolving Commitment and A Commitment, (zx) the aggregate Revolving B Exposure of any Revolving B Lender shall not exceed such Revolving B Lender’s Revolving B Commitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SublimitSublimit and (z) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. Each request by the Company or any Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company or such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s and the applicable Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company or such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) 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 Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings properly drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company Borrower or 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 Committed Loans of any 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 (zy) the Outstanding Amount aggregate amount available to be drawn under all Letters of Credit issued by the applicable L/C Obligations Issuer issuing such Letter of Credit shall not exceed the such L/C Issuer’s Letter of Credit SublimitCommitment (provided that any L/C Issuer may, following a request from the Borrower and in its sole discretion, issue Letters of Credit in an aggregate available amount in excess of such L/C Issuer’s Letter of Credit Commitment so long as the other conditions to the issuance of any such Letters of Credit are satisfied). Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 Effective Date shall be subject to and governed by the terms and conditions hereof.. The Borrower agrees to promptly notify the Administrative Agent of the designation of any Lender or Affiliate of a Lender as an L/C Issuer. 101250789 129624357_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 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 standby Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor 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 Company Borrower or its Subsidiaries and any drawings thereunderSubsidiaries; 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 Loans of any Lender, plus such Lender’s 's Applicable Percentage of the Outstanding Amount of all L/C Obligations, Obligations plus such Lender’s 's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment 's Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 Revolving A Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Company Borrower or its Subsidiaries pursuant to this Section 2.03 and any drawings thereunder; provided that only Bank of America shall be permitted to issue any Letter of Credit denominated in an Alternative Currency; provided, further, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xu) the aggregate amount of the outstanding Letters of Credit issued by an L/C Issuer shall not exceed its L/C Commitment, (v) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (yw) the aggregate Outstanding Amount of the Revolving Loans A Credit Exposure of any 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 Lender shall not exceed such Lender’s Revolving Commitment A Commitment, (x) the aggregate Outstanding Amount of all Revolving B Loans and Letters of Credit denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit and (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 Furthermore, each Revolving A Lender acknowledges and confirms that it has a participation interest in the liability of the L/C Issuer under the Existing Letters of Credit in a percentage equal to its Applicable Revolving Credit Percentage of the Revolving A Loans. The Borrower’s reimbursement obligations in respect of the Existing Letters of Credit, and each Revolving A Lender’s obligations in connection therewith, 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 hereofof this Agreement.

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 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 Company U.S. Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company U.S. Borrower or 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, (yx) the aggregate Outstanding Amount of the Revolving Credit Loans of any 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 Credit Commitment, (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the aggregate Outstanding Amount of all Loans and Letters of Credit denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Each request by the Company U.S. Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company U.S. Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the CompanyU.S. Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company U.S. Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

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 Letter of Credit Expiration Date, to issue Letters of Credit denominated in U.S. Dollars or or, if the applicable L/C Issuer shall agree, in one or more Alternative Currencies for the account of the Company Borrower (or any of its SubsidiariesRestricted Subsidiaries so long as the Borrower is a joint and several co-applicant, and references to the “Borrower” in this Section 2.03 and elsewhere in this Agreement with respect to requests for Letters of Credit (including renewals or continuations thereof) shall be deemed to include any such 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 CreditCredit issued by it; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries Borrower 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 aggregate amount of the Revolving CommitmentsCredit Lenders’ Revolving Credit Commitments at such time, (yx) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable 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 SublimitSublimit and (z) the aggregate amount of L/C Obligations owing to an L/C Issuer shall not exceed the amount set forth opposite such L/C Lender’s name on Schedule 2.01 under the caption “Letter of Credit Commitments”. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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. (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 Letter of Credit Expiration Maturity Date, to issue Letters of Credit denominated in US Dollars or (subject to the limitation set forth below) in one or more Alternative Currencies for the account of the Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 3.2, and (2B) to honor 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 Company Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of made by any Lender, plus such Lender’s Applicable Commitment Percentage of the Outstanding Amount of all L/C Obligations, Obligations plus such Lender’s Applicable Commitment Percentage of the Outstanding Amount of all Swing Line Swingline Loans shall not exceed the amount of such LenderXxxxxx’s Revolving Commitment and (z) the aggregate Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and L/C Obligations denominated in Alternative Currencies shall not exceed the Letter of Credit Alternative Currency Sublimit. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolvingrevolving and, and accordingly accordingly, the Company Borrower may, 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 heretohereto and, and from and after the Closing Date 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). Notwithstanding anything to the contrary contained herein, Letters of Credit denominated in Alternative Currencies may only be issued by Bank of America, in its capacity as L/C Issuer.

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 Second Amendment and Restatement Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company Borrower or 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 Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, 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, (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of L/C Obligations with respect to any L/C Issuer shall not exceed such L/C Issuer’s L/C Fronting Sublimit. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 Furthermore, each Lender acknowledges and confirms that it has a participation interest in the liability of the L/C Issuer under the Existing Letters of Credit in a percentage equal to its Applicable Percentage of the Revolving Loans. The Borrower’s reimbursement obligations in respect of the Existing Letters of Credit, and each Lender’s obligations in connection therewith, 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.of this Agreement. (ii) The L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the date twelve months after the Maturity Date, unless all the Lenders have approved such expiry date. (iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such 29

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 Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars upon request from the Borrower as an applicant thereof or in one or more Alternative Currencies for the account of the Company or any support of its or its Subsidiaries’ obligations, 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 Company or Borrower 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, (w) (i) the aggregate undrawn amount of all outstanding Letters of Credit issued by the L/C Issuer at such time plus (ii) the aggregate amount of all L/C Borrowings made by the L/C Issuer that have not yet been reimbursed by or on behalf of the Borrower or converted to Committed Loans at such time shall not exceed its Letter of Credit Commitment, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Committed Loans of any 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 Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.of

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 Second Amendment and Restatement Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company Borrower or 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 Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, 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, (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of L/C Obligations with respect to any L/C Issuer shall not exceed such L/C Issuer’s L/C Fronting Sublimit. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 Furthermore, each Lender acknowledges and confirms that it has a participation interest in the liability of the L/C Issuer under the Existing Letters of Credit in a percentage equal to its Applicable Percentage of the Revolving Loans. The Borrower’s reimbursement obligations in respect of the Existing Letters of Credit, and each Lender’s obligations in connection therewith, 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 hereofof 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 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 Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company Borrower or 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 Loans of any 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, (y) the Outstanding Amount of all L/C Obligations and all Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 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 Company or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company or 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 Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, 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 Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Furthermore, each Lender acknowledges and confirms that it has a participation interest in the liability of the L/C Issuer under the Existing Letters of Credit in a percentage equal to its Applicable Percentage of the Revolving Loans. The Company’s reimbursement obligations in respect of the Existing Letters of Credit, and each Lender’s obligations in connection therewith, 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 hereofof this Agreement.

The Letter of Credit Commitment. (ii)(1) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, severally but not jointly, 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 ClosingAmendment No. 14 Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies (it being understood that only L/C Issuers that are Alternative Currency L/C Issuers shall issue Letters of Credit denominated in any Alternative Currency) for the account of the Company or any of its SubsidiariesPermitted L/C Party, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued under the Revolving Credit Facility for the account of the Company or its Subsidiaries any Permitted L/C Party and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect Extension, (v) the aggregate amount available to any be drawn under all Letters of Credit issued by the applicable L/C Issuer issuing such Letter of CreditCredit shall not exceed such L/C Issuer’s Letter of Credit Commitment (provided, that any L/C Issuer may, following a request from the Company each in its sole discretion, issue Letters of Credit in an aggregate available amount in excess of such L/C Issuer’s Letter of Credit Commitment so long as the other conditions thereto are satisfied), it being understood that the Administrative Agent shall not be responsible to the applicable L/C Issuer or Lenders for determining whether this clause (v) is satisfied, (w) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any 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 Revolving Credit Lender shall not exceed such LenderLxxxxx’s Revolving Commitment and Credit Commitment, (zy) the Outstanding Amount of the L/C Obligations for Financial Letters of Credit shall not exceed the Financial Letter of Credit Sublimit and (z) the aggregate Outstanding Amount of all Revolving Loans and L/C Obligations denominated in Hong Kong Dollars or New Zealand Dollars shall not exceed the Alternative Currency Sublimit. Each request by the Company a Permitted L/C Party for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All 2021 Refinancing Amendment No. 14 Existing Letters of Credit shall be deemed to have been issued pursuant heretoto the Revolving Credit Facility hereunder, and from and after the Closing Date 2021 Refinancing Amendment No. 14 Effective Date, as applicable, 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 Letter of Credit Expiration Date, to issue Letters of Credit denominated in U.S. Dollars or in one or more Alternative Currencies for the account of the Company or any of its Subsidiariesthe Designated Borrowers, 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 Company or its Subsidiaries the Designated 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 aggregate Outstanding Amount of the Revolving Committed Loans of any 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 Company a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company 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 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Borrower or any of its certain Restricted 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 Company or its Subsidiaries 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, (xI) the Total Revolving Outstandings shall not would exceed the Aggregate Revolving Commitments, (yII) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not would exceed such Lender’s Revolving Commitment and Commitment, (zIII) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit SublimitSublimit or (IV) the aggregate principal amount of all Borrowing Base Debt would exceed the Borrowing Base determined as of the most recent Inventory Valuation Date. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 The Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the 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 Restatement Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Borrower or any of its SubsidiariesSubsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor 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 Company Borrower or its Subsidiaries any Subsidiary and any drawings thereunder; provided that after giving effect to on the date of any L/C Credit Extension with respect to any Letter of CreditCredit and after giving effect thereto (v) the aggregate amount available to be drawn under all Letters of Credit issued by the applicable L/C Issuer issuing such Letter of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitment (provided, that any L/C Issuer may, following a request from the Borrower each in its sole discretion, issue Letters of Credit in an aggregate available amount in excess of such L/C Issuer’s Letter of Credit Commitment so long as the Outstanding Amount of all L/C Obligations shall not exceed the Letter of Credit Sublimit), (xw) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving CommitmentsCredit Facility, (yx) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment and Credit Commitment, (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SublimitSublimit and (z) the Outstanding Amount of L/C Obligations denominated in any Alternative Currency shall not exceed $30,000,000. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Restatement 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 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 Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor 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 Company Borrower or 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 Committed Loans of any Revolving Lender, plus such Revolving Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit (and the Outstanding Amount of L/C Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit). Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 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 Company Parent or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company or 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 Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, 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, (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the aggregate Outstanding Amount of the L/C Obligations denominated in an Alternative Currency plus the aggregate Outstanding Amount of Revolving Loans denominated in an Alternative Currency shall not exceed the Alternative Currency Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the 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 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor 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 Company Borrower or its Subsidiaries 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, (xw) the Total Revolving Outstandings shall not would exceed the Aggregate Revolving CommitmentsCommitment, (yx) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage Revolving Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage Revolving Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not would exceed such Lender’s Revolving Commitment and Commitment, (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit, or (z) the aggregate Outstanding Amount of L/C Obligations and Revolving Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 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 Company or any of its SubsidiariesCompany, 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 Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xv) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (yx) the aggregate Outstanding Amount of the Revolving Committed Loans of any 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, (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the aggregate Outstanding Amount of the L/C Obligations denominated in an Alternative Currency plus the aggregate Outstanding Amount of Committed Loans denominated in an Alternative Currency shall not exceed the Alternative Currency Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the 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 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 Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one an Alternative Currency (or more Alternative Currencies any additional currency requested and available from the L/C Issuer or an Affiliate of the L/C Issuer) for the account of the Company (or any Subsidiary of its Subsidiariesthe Company so long as the Company is a joint and several co-applicant, and references to "the Company" in this Section 2.03 shall be deemed to include reference to such 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 Multicurrency Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries and any drawings thereunderpursuant to this Section 2.03; 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) the aggregate Outstanding Amount of the Multicurrency Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage 's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage 's Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not would exceed the excess of such Lender’s 's Multicurrency Revolving Credit Commitment and over such Lender's Pro Rata Share of the Overdraft Loan Facility Available Amount then in effect, (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by Sublimit or (z) the Company for the issuance or amendment aggregate Outstanding Amount of a Letter of Multicurrency Revolving Credit shall be deemed to be a representation by the Company that the Loans which are Alternative Currency Loans and L/C Credit Extension so requested complies with Obligations 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 Company’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the 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 Revolving A Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Initial Borrowing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies Currencies, Australian Dollars or New Zealand Dollars for the account of the Company Parent or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Company Parent or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xv) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (w) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (yx) the aggregate Outstanding Amount of the Revolving A Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving A Commitment and (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the 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 Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies Sterling for the account of the Company Borrower or any other Subsidiary of its Subsidiariesthe Parent, 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 Borrower or other Subsidiaries of the Company or its Subsidiaries Parent (for the avoidance of doubt, including any Letters of Credit with an expiry date later than 68457597_7 Exhibit 10.1 the Letter of Credit Expiration Date issued in accordance with Section 2.03(a)(ii)(B) below) and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of CreditCredit (based in respect of any Letter of Credit denominated in Sterling on the Equivalent in Dollars), (w) the Outstanding Amount of all Advances, all L/C Obligations and all Swing Line Loans shall not exceed the Total Commitment, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans Advances of any Lender, Lender plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations, Obligations plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans 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 aggregate Outstanding Amount of all Swing Line Loans (after giving effect to any repayment or prepayment thereof to occur immediately prior to or concurrently with such L/C Credit Extension) plus the aggregate Outstanding Amount at such time of the Advances of the Lender acting as Swing Line Lender plus the aggregate Outstanding Amount of such Lender’s participations in L/C Obligations (including L/C Obligations in respect of such L/C Credit Extension) shall not exceed such Lender’s Commitment. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 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 Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of CreditCredit issued by it; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries under this Agreement and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x1) the Total Revolving Outstandings shall not exceed the Aggregate aggregate outstanding Revolving Commitments, (y2) the aggregate Outstanding Amount of the Revolving Loans Exposure of any LenderRevolving Lender shall not exceed such Xxxxxx’s Revolving Commitment, plus such Lender’s Applicable Percentage of (3) 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, (4) the Revolving Class Exposure of any Revolving Lender in respect of any Class shall not exceed such Revolving Lender’s Revolving Commitment of such Class, and (5) the Revolving Class Exposure of all Revolving Lenders in respect of any Class of Revolving Commitments shall not exceed the aggregate outstanding Revolving Commitments of such Class. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 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 Company or any of its SubsidiariesLoan Party, 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 Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries any Borrower 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 Loans of any 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 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 Company any Loan Party for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company such Loan Party that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s Loan Parties’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company 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. 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 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 Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor 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 Company Borrower or its Subsidiaries 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 Outstandings shall not exceed the Aggregate Revolving Commitments, (yII) the aggregate Outstanding Amount of the Revolving Committed Loans of any Revolving Lender, plus such Revolving Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment Commitment, and (zIII) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit (and the Outstanding Amount of L/C Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit). Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 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 GFI or any of its Subsidiaries denominated in Dollars or in one or more Alternative Currencies or for the account of the Company Foreign Borrower or any of its SubsidiariesSubsidiaries in Dollars or in one or more Alternative Currencies, 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 Company Borrowers or its their Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (yx) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans Obligations 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 Sublimit and (z) the aggregate Outstanding Amount of all Revolving Loans made in Alternative Currencies plus the Outstanding Amount of Foreign L/C Obligations shall not exceed the Alternative Currency Sublimit; and provided further that the availability of the Aggregate Revolving Commitments at any time for the making of Loans and the issuance of Letters of Credit shall be reduced by the amount of the Alternative Currency Reserve. Each request by the Company a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Companysuch Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company 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 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 Letter of Credit Expiration Date, to issue Letters of Credit to any Revolving Borrower for the support of its or, in the case of Xxxxxxx-Xxxxxx International, its Subsidiaries’, obligations, denominated in Dollars or in one or more Alternative Currencies for the account of the Company or any of its Subsidiariessuch 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 Company or its Subsidiaries 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, (xv) 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 Commitments; (w) the aggregate Outstanding Amount of all Revolving CommitmentsLoans other than the portion of Revolving Loans made by the Non-Global Lenders, plus the aggregate Outstanding Amount of all L/C Obligations (yexcluding 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; (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Applicable Percentage Pro Rata Share of the Assumed Swingline Loan Amount would exceed such Lender’s Commitment; (y) the aggregate L/C Obligations in respect of outstanding Letters of Credit issued by an L/C Issuer at such time would exceed its Letter of Credit Commitment; or (z) the aggregate 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 for the account of the Revolving Borrowers would exceed the Letter of Credit Sublimit. Each request by Xxxxxxx-Xxxxxx International may, at any time and from time to time, reduce the Company for the issuance or amendment of a Letter of Credit Commitment of any L/C Issuer with the consent of such L/C Issuer; provided that Xxxxxxx-Xxxxxx International shall be deemed not reduce the Letter of Credit Commitment of any L/C Issuer if, after giving effect of such reduction, the conditions described in any of clauses (v) through (z) above would result therefrom. Subject to be a representation 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 the Company 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 Company’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company 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 Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company Borrower or 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 Loans of any Lender, plus such Lender’s 's Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s 's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s 's Revolving Commitment and Commitment, (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit or (z) the aggregate Outstanding Amount of all L/C Obligations denominated in Alternative Currencies plus the aggregate Outstanding Amount of all Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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, (Ax) the each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (1I) from time to time on any Business Day during the period from the Closing Initial Funding Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company or any of its SubsidiariesPermitted L/C Party, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2II) to honor drawings under the Letters of Credit; and (By) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued under the applicable Facility for the account of the Company or its Subsidiaries any Permitted L/C Party and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of CreditExtension, (x1) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving CommitmentsCredit Facility, (y2) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any 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 Revolving Credit Lender shall not exceed such Lender’s Revolving Commitment and Credit Commitment, (z3) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (4) the Total Revolving Credit Outstandings denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit, and (5) unless agreed to by the applicable L/C Issuer, the aggregate amount available to be drawn under all Letters of Credit issued by the applicable L/C Issuer issuing such Letter of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitment; provided, further, that (A) no more than $20,000,000 aggregate face amount of Letters of Credit shall be issued on the Initial Funding Date and (B) CoBank shall not be required to issue any Letters of Credit denominated in an Alternative Currency. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 on the Initial Funding Date pursuant heretoto the Revolving Credit Facility hereunder, and from and after the Closing Initial Funding Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) 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 Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars upon request from the Borrower as an applicant thereof or in one or more Alternative Currencies for the account of the Company or any support of its or its Subsidiaries’ obligations, 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 Company or Borrower 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, (w) (i) the aggregate undrawn amount of all outstanding Letters of Credit issued by the L/C Issuer at such time plus (ii) the aggregate amount of all L/C Borrowings made by the L/C Issuer that have not yet been reimbursed by or on behalf of the Borrower or converted to Committed Loans at such time shall not exceed its Letter of Credit Commitment, (x) the Total Revolving Outstandings (excluding 2020 Loans) shall not exceed the Aggregate Revolving Commitments (excluding 2020 Loan Commitments), (y) the aggregate Outstanding Amount of the Revolving Committed Loans of any 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 (excluding its 2020 Loan Commitment, if any), and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 The Borrower unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for the support of any Subsidiary’s obligations as provided in this Section 2.03(a)(i), the Borrower will be fully responsible for the reimbursement of L/C Borrowings in accordance with the terms hereof, the payment of interest thereon and the payment of fees due under Section 2.03(i) to the same extent as if it were the sole account party in respect of such Letter of Credit (the Borrower hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor or surety of the obligations of such a Subsidiary that is an account party in respect of any such Letter of Credit). Notwithstanding the foregoing, the letters of credit identified on Schedule 2.03 (the “Existing Letters of Credit”) shall be deemed to be “Letters of Credit” issued on the Closing Date for all purposes of the Loan Documents. For the avoidance of doubt, no Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after available under the Closing Date shall be subject to and governed by the terms and conditions hereof2020 Loan Commitments.

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 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor 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 Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Total Outstandings shall not exceed the Aggregate Commitments, (w) the Total Revolving Outstandings shall not exceed an amount equal to the Revolving Advance Limit plus the BofA Treasury Support Amount, (x) the Total Revolving Outstandings Outstanding shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Committed Loans of any Revolving Lender, plus such Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Revolving 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 Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the 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 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company Borrower or 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 Committed Loans of any 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 Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 each Issuing Bank agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.032.04 and within the limits of its Issuing Commitment, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, any Alternative Currency (provided that CoBank shall not be required to issue Letters of Credit denominated in a currency other than Dollars) or such other currency as maybe agreed by such Issuing Bank in its sole discretion and the Agent that is a lawful currency readily available and freely transferable and convertible into Dollars or in one or more (which additional currency, solely for purposes of the applicable Letter of Credit, the drawings thereunder and the reimbursement thereof, shall be deemed to be an “Alternative Currencies Currency”) for the account of the Company or any of Holdings and 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 Company or Holdings 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, (x1) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving CommitmentsLoan Cap, (y2) the aggregate Outstanding Amount of the Revolving Loans Credit Advances of any Lender, plus such LenderXxxxxx’s Applicable Commitment Percentage of the Outstanding Amount of all Swing Line Advances, plus such Xxxxxx’s Commitment 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 Obligations shall not exceed such LenderXxxxxx’s Revolving Commitment Credit Commitment, and (z3) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Company a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability of the Borrowers to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates or branches of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate or branch with respect to Letters of Credit issued by such Affiliate or branch.

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 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies applicable to such L/C Issuer for the account of the Company or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company or 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 Committed Loans of any 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, (y) the aggregate Outstanding Amount of all Committed Loans denominated in Alternative Currencies plus the aggregate Outstanding Amount of all L/C Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Each of the letters of credit outstanding on the date hereof and listed on Schedule 2.04 (the “Existing Letters of Credit 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.. No L/C Issuer shall issue any Letter of Credit, if the expiry date of such requested Letter of Credit would occur after the date that is seven days prior to the Maturity Date, unless all the Lenders have approved such expiry date. No L/C Issuer shall be under any obligation to issue any Letter of Credit if:

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 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 Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company Borrower or 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 Committed Loans of any 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 Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 Borrower hereby covenants and agrees that on or before September 2, 2009, it shall cause new Letters of Credit to be issued hereunder by Bank of America in replacement for the Existing Letters of Credit and that it shall cause the Existing Letters of Credit to be returned to JPMorgan Chase Bank, N.A.

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 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 Company or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company or 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 Loans of any 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 plus such Lender’s Applicable Percentage of the Outstanding Amount of all Canadian 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 Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso provisos to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the 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 Tranche B Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche B Lenders severally agree to participate in Letters of Credit issued for the account of the Company Borrower or 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 Tranche B Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche B Revolving Commitment, (y) the aggregate Outstanding Amount of all Tranche B Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the aggregate Tranche B Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 applicable Multicurrency L/C Issuer agrees, in reliance upon the agreements of the Multicurrency Revolving Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Multicurrency Letters of Credit denominated in U.S. Dollars or in one or more Alternative Syndicated Foreign Currencies for the account of the Company or any of its Subsidiaries, and to amend or extend Multicurrency Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Multicurrency Letters of Credit; and (B) the Multicurrency Revolving Lenders severally agree to participate in Multicurrency Letters of Credit issued for the account of the Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any Multicurrency L/C Credit Extension with respect to any Multicurrency Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving CommitmentsMulticurrency Facility, (y) the aggregate Outstanding Amount of the Revolving Loans of any Multicurrency Revolving Lender, plus such Multicurrency Revolving Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Multicurrency L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment Commitment, and (z) the Outstanding Amount of the Multicurrency L/C Obligations shall not exceed the Multicurrency Letter of Credit Sublimit. Each request by the Company for the issuance or amendment of a Multicurrency Letter of Credit shall be deemed to be a representation by the Company that the Multicurrency L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Multicurrency Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Multicurrency Letters of Credit to replace Multicurrency 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 Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor 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 Company Borrower or 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 Commitments, (y) the aggregate Outstanding Amount of the Revolving Committed Loans of any Revolving Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Subject to the other terms and conditions set forth herein, the Borrower may request, for its own account or the account of a Subsidiary, the issuance of such Letters of Credit in an Alternative Currency; provided, however, that, in addition to the other conditions to the issuance of Letters of Credit set forth in this Section 2.03(a)(i), after giving effect to such request, the Dollar Equivalent of the Foreign LC Exposure shall not exceed $2,000,000 at any one time. Such Letters of Credit issued in an Alternative Currency hereunder shall constitute utilization of the Aggregate Commitments in the amount of the Dollar Equivalent of such Letter of Credit. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso provisos to the preceding sentencetwo sentences. Within the foregoing limits, and subject to the terms and conditions hereof, the CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof; provided that, on or before the date that is ninety (90) days after the Closing Date, the Borrower shall cause the Existing Letters of Credit to be cancelled and, if necessary, re-issued as Letters of Credit 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 Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor 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 Company Borrower or 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 Committed Revolving Loans of any Revolving Lender (less, with respect only to the Alternative Currency Fronting Lender, the aggregate Alternative Currency Risk Participations in all Revolving Loans denominated in Alternative Currencies), plus, with respect only to the Alternative Currency Participating Lenders, such Lender’s Alternative Currency Risk Participations in Revolving Loans denominated in Alternative Currencies advanced by the Alternative Currency Fronting Lender for such Lender, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided, further, that unless the applicable L/C Issuer shall otherwise consent, no L/C Issuer shall be obligated to issue Letters of Credit hereunder in an aggregate face amount at any time outstanding in excess of an amount equal to the lesser of (i) one-third of the Letter of Credit Sublimit at such time and (ii) the Revolving Commitment of the Revolving Lender acting as such L/C Issuer at such time. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company 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 CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, 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 The Existing Letters of Credit shall be deemed to have been issued pursuant heretohereunder, 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 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 Company Co-Borrowers or any of its their Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company Co-Borrowers or its their Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Committed Loans of any 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 Company Co-Borrowers for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company Co-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 Company’s Co-Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Co-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 Lenders set forth in this Section 2.03Agreement, (1) until the Maturity Date, Issuing Lender shall take such Letter of Credit Actions denominated in Dollars or Offshore Currencies as Borrower may from time to time on any Business Day during request; PROVIDED, HOWEVER, that the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated Equivalent Amount in Dollars or in one or more Alternative Currencies for the account of the Company or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company or 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 Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount Obligations of all L/C Obligations, plus such each Lender (EXCLUDING any Lender’s Applicable Percentage of the Outstanding Amount of all 's Competitive Loans and Swing Line Loans Lender's Swing Line Loans) shall not exceed such Lender’s Revolving Commitment and 's Commitment, (zii) the Outstanding Equivalent Amount in Dollars of the L/C Outstanding Obligations of all Lenders shall not exceed the combined Commitments at any time, (iii) the Equivalent Amount in Dollars of the Letter of Credit Usage shall not exceed the Letter of Credit SublimitSublimit at any time and (iv) the Equivalent Amount in Dollars of the Outstanding Obligations denominated in an Offshore Currency shall not exceed the Offshore Currency Sublimit at any time. Each request Subject to subsection (f) below and unless consented to by Issuing Lender and Requisite Lenders, no Letter of Credit may expire more than 12 months after the Company for the date of its issuance or amendment last renewal; PROVIDED, HOWEVER, that no Letter of Credit shall expire after the fifth (5th) Business Day preceding the Maturity Date. If any Letter of Credit Usage remains outstanding after such date, Borrower shall, not later than such date, deposit cash in an Equivalent Amount in Dollars equal to such Letter of Credit Usage in a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereofCash Collateral Account.