Common use of The Letter of Credit Commitment Clause in Contracts

The Letter of Credit Commitment. (a) Subject to the terms and conditions set forth herein, (i) each Issuing Lender agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.5, (A) from time to time on any Business Day during the period from the Closing Date until the L/C Expiration Date, to issue Letters of Credit for the account of the Parent or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Venture, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B) to honor drawings under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding shall not exceed the Total Revolving Commitments, (y) the Aggregate Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, and (z) the aggregate amount of L/C Obligations shall not exceed the L/C Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Date, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, severally but not jointly, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C 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 Parent or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VenturePermitted 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 (B2) to honor drawings under the Letters of Credit; and (iiB) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued under the Revolving Credit Facility for the account of the Borrower or any Subsidiary Guarantor 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), (w) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding shall not exceed the Total Revolving Commitments, (y) the Aggregate Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) 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 amount Outstanding Amount of all Revolving Loans and L/C Obligations denominated in Hong Kong Dollars or New Zealand Dollars shall not exceed the L/C Alternative Currency Sublimit. Each request by the Borrower a Permitted L/C Party for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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 and Fifth Amendment Existing Letters of Credit shall be deemed to have been issued pursuant to the Revolving Credit Facility hereunder, and from and after the Closing Date or the Amendment No. 5 Effective Date, as applicable, shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon (among other things) the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time during the Availability Period on any Business Day during the period from the Closing Date until the L/C 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 Parent or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor and any drawings thereunder; provided that provided, that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (y) the Aggregate Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided, further, that, after giving effect to all L/C SublimitCredit Extensions, the aggregate outstanding amount of all L/C Obligations of the L/C Issuer shall not exceed the L/C Issuer’s L/C Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.7, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to current or proposed Borrowing Base Property Owners (it being acknowledged that the extent Borrowing Base Property Requirements and/or the Equity Requirement for such proposed Borrowing Base Property may not yet have been met) as required in respect connection with the construction of any Indebtedness of improvements on a Restricted Joint Venture, any Restricted Joint Venturecurrent or proposed Borrowing Base Property, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) Section 2.7.2 below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower, such current or proposed Borrower or any Subsidiary Guarantor Base Property Owners 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving CommitmentsCommitment, (y) the Aggregate Exposure aggregate Outstanding Amount of the Loans of any Lender Lender, plus such Lender’s Commitment Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Revolving Commitment, and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, limits and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender agreesL/C Issuer agrees (subject, in the case of each L/C Issuer, to the amount of its Letter of Credit Commitment), in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Effective Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or any Foreign Currency for the account of the Parent any Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower or any Subsidiary Guarantor of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Aggregate Outstanding Credit Exposure with respect to all Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding shall not exceed the Total Revolving Commitments, (y) the Aggregate Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, Loans and (z) the aggregate amount of all L/C Obligations shall not exceed the Aggregate Commitment at such time, (y) the Outstanding Credit Exposure of any Lender with respect to the Revolving Loans and L/C Obligations shall not exceed such Lender’s Commitment at such time and (z) the Dollar Equivalent of the outstanding amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided further that no L/C Issuer shall be required to issue a commercial Letter of Credit if such issuance would breach such L/C Issuer’s internal policy or such L/C Issuer is otherwise unable to issue commercial Letters of Credit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the each Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (a) Subject to the terms and conditions set forth herein, (i) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.04, (A) from time to time on any Business Day during the period from the Closing Effective Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Parent Borrowers or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureother Loan Party, and to amend or extend any such Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.04(c), and (B) to honor drawings under the any relevant Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrowers or any Subsidiary Guarantor other Loan Party and any drawings thereunder; provided provided, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x1) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then L/C Obligations outstanding with respect to such L/C Issuer shall not exceed the Total Revolving CommitmentsL/C Sublimit of such L/C Issuer, (y) the Aggregate Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, and (z2) the aggregate amount of L/C Obligations shall not exceed the L/C Sublimit of all L/C Issuers taken as a whole, (3) the Total Outstandings shall not exceed the Maximum Revolving Credit and (4) the Outstanding Amount of the 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 Swingline Loans at such time shall not exceed such Lender’s Commitment. Each Borrower hereby agrees to use commercially reasonable efforts to allocate the aggregate face amount of each Letter of Credit issued hereunder ratably among the L/C Issuers in accordance with their respective individual L/C Sublimit. Each request by the Borrower Borrowers or any other Loan Party for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the applicable Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender Bank agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.04 and within the limits of its Issuing Commitment, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, any Alternative Currency 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 (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 Currency”) for the account of the Parent Company or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving CommitmentsCredit Facility, (y) the Aggregate Exposure aggregate Outstanding Amount of the Revolving Credit Advances of any Lender Lender, plus such Lender’s Commitment Percentage of the Outstanding Amount of all Swing Line Advances, plus such Lender’s Commitment Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Credit Commitment, and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower Company or an LC Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company or such LC Subsidiary that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Company and the LC Subsidiaries to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company and the LC Subsidiaries may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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 of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C 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 Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Aggregate Revolving Commitments, (y) the Aggregate Exposure aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, Commitment and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided, further, that after giving effect to all L/C SublimitCredit Extensions, the aggregate outstanding amount of all L/C Obligations of any Initial L/C Issuer shall not exceed such Initial L/C Issuer’s L/C Commitment unless otherwise agreed by such Initial L/C Issuer. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Aggregate Revolving Commitments, (y) the Aggregate Exposure aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, Commitment and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided, further, that after giving effect to all L/C SublimitCredit Extensions, the aggregate Outstanding Amount of all L/C Obligations of any Initial L/C Issuer shall not exceed such Initial L/C Issuer’s L/C Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit Credit, denominated in Dollars, in an aggregate amount not to exceed its L/C Commitment for the account of the Parent Co-Borrowers or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Venturetheir Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (B2) to honor drawings under the Letters of CreditCredit issued by it hereunder; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Co-Borrowers or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (y) the Aggregate Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower Co-Borrowers for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower 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 Borrower’s Co-Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Co-Borrowers may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C 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 Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor its Subsidiaries and any drawings thereunder; provided (1) only Bank of America shall be permitted to issue Letters of Credit denominated in Alternative Currencies and (2) that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving CommitmentsRevolver Ceiling, (y) the Aggregate Exposure aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Third Amendment and Restatement Effective Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower, the Parent (solely after the Holdco Reorganization Effective Date) or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureSubsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrower, the Parent or any Subsidiary Guarantor and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Aggregate Revolving Commitments, (yx) the Aggregate Exposure aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and (zy) the aggregate amount 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 Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing First Amendment Effective Date until the L/C 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 Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureSubsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (B2) to honor drawings under the Letters of Credit; , and (iiB) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor and any drawings thereunder; provided that after giving effect to on the date of any L/C Credit Extension with respect to any Letter of Credit, Credit and after giving effect thereto (xv) the Total Revolving [Access MLP Operating Credit Agreement] Extensions aggregate amount available to be drawn under all Letters of Credit then outstanding shall not exceed issued by the Total Revolving Commitments, (y) the Aggregate Exposure applicable L/C Issuer issuing such Letter of any Lender Credit shall not exceed such LenderL/C Issuer’s Revolving CommitmentLetter of Credit Commitment (provided, and (z) 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), (w) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C SublimitObligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, (y) 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 denominated in any Alternative Currency shall not exceed $15,000,000 (or, if less, the Letter of Credit Sublimit then in effect). Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (a) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.04, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Parent Borrowers or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureother Loan Party, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.04(c), and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrowers or any Subsidiary Guarantor other Loan Party and any drawings thereunder; provided provided, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then L/C Obligations outstanding with respect to such L/C Issuer shall not exceed the Total Revolving CommitmentsL/C Sublimit of such L/C Issuer, (y) the Aggregate Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, and (zx) the aggregate amount of L/C Obligations shall not exceed the L/C Sublimit of all L/C Issuers taken as a whole, (y) the Total Outstandings shall not exceed the Maximum Revolving Credit and (z) the Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Commitment. Each Borrower hereby agrees to use commercially reasonable efforts to allocate the aggregate face amount of each Letter of Credit issued hereunder ratably among the L/C Issuers in accordance with their respective individual L/C Sublimit. Each request by the Borrower Borrowers or any other Loan Party for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the applicable Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Effective Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Parent Company or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (B2) to honor drawings under the Letters of CreditCredit issued by it; and (iiB) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total aggregate Revolving Credit Commitments, (yx) the Aggregate Exposure aggregate Outstanding Amount of the Revolving Credit Loans of any Lender 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 Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (zy) 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 L/C Obligations shall not exceed the Letter of Credit Sublimit) and (II) the aggregate amount of such L/C Issuer’s unused Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Parent denominated in Dollars or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureone or more Alternative Currencies, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or any Subsidiary Guarantor Allied B.V. 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstanding Amounts shall not exceed the Total Revolving Aggregate Commitments, (yx) the Aggregate Exposure aggregate Outstanding Amount of any Lender Lender, shall not exceed such Lender’s Revolving Commitment, (y) the Outstanding Amount of all Foreign Loans plus Foreign Letters of Credit shall not exceed the Foreign Sublimit, and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date (or, to the extent Section 2.03(a)(ii)(G) has been complied with, the date which is nine (9) Business Days prior to the Maturity Date), to issue Letters of Credit denominated in Dollars or the Alternative Currency for the account of the Parent or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureBorrowers, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor Borrowers and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any WC Letter of Credit, (xw) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding WC Outstandings shall not exceed the Total Revolving Aggregate WC Commitments, (yx) the Aggregate WC Credit Exposure of any Lender (less, with respect only to the Alternative Currency Fronting Lender, the aggregate Alternative Currency Risk Participations in all WC Loans denominated in the Alternative Currency) shall not exceed such Lender’s Revolving WC Commitment, (y) the Outstanding Amount of the L/C Obligations for Product Under Contract LCs shall not exceed $85,000,000, and (z) the aggregate amount Outstanding Amount of all L/C Obligations with respect to WC Letters of Credit (after giving effect to the WC Letter of Credit being requested) issued by any L/C Issuer does not exceed the WC Letter of Credit Issuer Sublimit for such L/C Issuer, and, provided further that after giving effect to any L/C Credit Extension with respect to any Revolver Letter of Credit, (w) the Total Revolver Outstandings shall not exceed the Aggregate Revolver Commitments, (x) the Revolver Credit Exposure of any Lender (less, with respect only to the Alternative Currency Fronting Lender, the aggregate Alternative Currency Risk Participations in all Revolver Loans denominated in the Alternative Currency) shall not exceed such Lender’s Revolver Commitment, (y) the Outstanding Amount of the L/C Obligations with respect to Revolver Letters of Credit shall not exceed the Revolver Letter of Credit Sublimit, and (z) the Outstanding Amount of all L/C Obligations with respect to Revolver Letters of Credit (after giving effect to the Revolver Letter of Credit being requested) issued by any L/C Issuer does not exceed the Revolver Letter of Credit Issuer Sublimit for such L/C Issuer. In addition, the aggregate face amount of all standby Letters of Credit issued to secure bonding and performance obligations of the Borrowers shall not exceed at any time outstanding $100,000,000. Each request by the Borrower Borrowers for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit in Dollars or in one or more Alternative Currencies for the account of the Parent Borrowers or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Venturetheir Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrowers or any Subsidiary Guarantor their 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 Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings attributable to the Subsidiary Borrower shall not exceed the Total Revolving CommitmentsSubsidiary Borrower Sublimit, (y) the Aggregate Exposure aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender’s Applicable Percentage multiplied by the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Revolving Commitment, and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the such Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C 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 Parent Borrower or any Subsidiary Guarantor orof its Subsidiaries, subject to Section 7.7 and to as specified by the extent not Borrower in respect requesting such Letter of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureCredit, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection clause (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (yx) the Aggregate Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving 's Commitment, and (zy) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C SublimitObligations of any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the Domestic Revolving Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C 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 Parent or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Domestic Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Parent or any Subsidiary Guarantor 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 Domestic Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Aggregate Domestic Revolving Commitments, (yx) the Aggregate Domestic Revolving Credit Exposure of any Domestic Revolving Lender shall not exceed such Lender’s Domestic Revolving Commitment, and (zy) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of the L/C SublimitObligations with respect to the Letters of Credit issued by such L/C Issuer shall not exceed such L/C Issuer’s Letter of Credit Commitment; provided, further, that the Parent may, at any time and from time to time, reduce or increase the Letter of Credit Commitment of any L/C Issuer with the consent of such L/C Issuer, and notice to the Administrative Agent; provided, further that the Parent shall not reduce or increase the Letter of Credit Commitment of any L/C Issuer if, after giving effect of such reduction, the conditions set forth in clauses (w) through (z) shall not be satisfied. Each request by the Borrower Parent for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Parent that the L/C Credit Extension so requested complies 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 BorrowerParent’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Parent may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, Date to issue Letters of Credit at sight denominated in any Approved Currency for the account of the Parent BorrowerHoldings or any Restricted Subsidiary Guarantor or, subject to Section 7.7 and to of the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Venture, Borrower and to amend or renew Letters of Credit previously issued by it, in accordance with subsection Section 2.03(b), and (b2) below, to honor drafts under the Letters of Credit and (B) to honor drawings under the Letters of Credit; and (ii) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor and any drawings thereunderpursuant to this Section 2.03; provided that after giving effect that, subject to clause (p) below, no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions Exposure of any Revolving Credit then outstanding shall not Lender would exceed the Total such Lxxxxx’s Revolving CommitmentsCredit Commitment, (y) the Aggregate Exposure Outstanding Amount of any Lender shall not the L/C Obligations in respect of Letters of Credit issued by such L/C Issuer would exceed such LenderL/C Issuer’s Revolving Commitment, and L/C Commitment or (z) the aggregate amount Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Letter of Credit Percentage of any L/C Issuer would exceed the Letter of Credit Percentage for such L/C Issuer; provided further that (i) the Euros Outstanding shall not exceed the L/C Euro Sublimit. Each request by , (ii) the Borrower for Sterling Outstanding shall not exceed the issuance or amendment of a Letter of Credit Sterling Sublimit and (iii) the Yen Outstanding shall be deemed to be a representation by not exceed the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceYen Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to be issued hereunder in the name of the Borrower for the benefit of the Borrower or Subsidiary of Holdings in whose name such Existing Letter of Credit is outstanding immediately prior to the Amendment No. 9 Effective Date and shall constitute Letters of Credit subject to the terms hereof.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of any Loan Party (other than Holdings) and guaranteed by the Parent Administrative Agent pursuant to a guaranty or any Subsidiary Guarantor orother agreement in form and substance satisfactory to the Administrative Agent (each a “L/C Guaranty”); provided, however, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by the Administrative Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of the Administrative Agent, as more specifically described in Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Venture2.03(c) hereof, and to amend or extend Letters of Credit previously issued by itit and any related L/C Guaranty, each in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders with a Revolving Commitment severally agree to participate in such Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor (other than Holdings) 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 total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Exposures shall not exceed the Total total Revolving Commitments, (y) the Aggregate Revolving Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, and or (z) the aggregate amount of total L/C Obligations Exposures shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to in the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit for the account of the Borrower or any Guarantor (other than Holdings) shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.08, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Optional Currencies for the account of the Parent Company or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders under the Revolver A Facility severally agree to participate in Letters of Credit issued for the account of the Borrower Company or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Exposure shall not exceed the Total Revolving Credit Commitments, (x) the Exposure A shall not exceed the Revolving A Credit Commitments, (y) the Aggregate Exposure A of any Revolver A Lender shall not exceed such Lender’s Revolving Commitment, A Credit Commitment and (z) the aggregate outstanding amount of L/C the Letter of Credit Obligations shall not exceed the Letter of Credit Sublimit; provided, further, that, after giving effect to all L/C SublimitCredit Extensions, the aggregate outstanding amount of all Letters of Credit issued by any Issuing Lender shall not exceed such Issuing Lender’s Letter of Credit Commitment unless otherwise agreed by such Issuing Lender. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed Letter of Credit 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date applicable to such L/C Expiration DateIssuer, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Parent each Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the each Borrower or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (y) the Aggregate Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the each Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender agreesthe L/C Issuers agree, in reliance upon the agreements of the Lenders set forth in this Section 2.52.04, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Parent or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureBorrowers, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (y) the Aggregate Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such LenderXxxxxx’s Revolving Commitment, and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided, further, that after giving effect to all L/C SublimitCredit Extensions, the aggregate Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment. Each request by the Borrower Borrowers for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Aggregate Revolving Commitments, (y) the Aggregate Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, Commitment and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided, further, that after giving effect to all L/C SublimitCredit Extensions, the aggregate Outstanding Amount of all L/C Obligations of any Initial L/C Issuer shall not exceed such Initial L/C Issuer’s L/C Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding the foregoing, and any other term or provision of this Agreement, including, without limitation, the size of the Letter of Credit Sublimit, (i) Bank of America shall not be obligated to issue Letters of Credit in an aggregate amount outstanding at any one time in excess of $40,000,000, (ii) Xxxxx Fargo shall not be obligated to issue Letters of Credit in an aggregate amount outstanding at any one time in excess of $40,000,000, (iii) Regions Bank shall not be obligated to issue Letters of Credit in an aggregate amount outstanding at any one time in excess of $40,000,000, (iv) Compass Bank shall not be obligated to issue Letters of Credit in an aggregate amount outstanding at any one time in excess of $40,000,000 and (v) US Bank shall not be obligated to issue Letters of Credit in an aggregate amount outstanding at any one time in excess of $40,000,000.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C 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 Parent Company or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (B2) to honor drawings under the Letters of CreditCredit issued by it; and (iiB) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor 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, (xw) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving CommitmentsFacility, (yx) the Aggregate Exposure aggregate Outstanding Amount of the Revolving Loans of any Lender Revolving Lender, plus such Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Commitment, and (zy) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by an L/C Issuer shall not exceed such L/C Issuer’s Individual Letter of Credit Sublimit. Each request by the Borrower Borrowers for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the each Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. (a1) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C 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 Parent Company or any Subsidiary Guarantor orDesignated Borrower, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureas applicable, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or any Subsidiary Guarantor Designated Borrower, as applicable, 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (yw) the Aggregate Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swingline Loans shall not exceed such Lender’s Revolving Commitment, and (zx) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, (y) without the prior consent of any L/C Issuer (acting in its sole discretion), the Outstanding Amount of all Letters of Credit issued by such L/C Issuer shall not exceed the L/C Commitment of such L/C Issuer 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 Borrower Company or any Designated Borrower, as applicable, for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company or any Designated 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 ability of the Company and each Designated Borrower’s ability , as applicable, to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company and the Designated Borrowers, as applicable, may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit denominated in US Dollars or in one or more Alternative Currencies for the account of the Parent any Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureSubsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower or any Subsidiary Guarantor and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Aggregate Revolving Commitments, (yx) the Aggregate Exposure aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, Commitment and (zy) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit; and provided further that the availability of the Aggregate Revolving Commitments at any time shall be reduced by the amount of the Foreign Swing Line Facility Reserve. Each request by the any Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso provisos to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. (ai) Subject to the terms and conditions set forth herein, : (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date Availability Period and until the L/C applicable Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or, to the extent issued by the Alternative Currency L/C Issuer, in one or more Alternative Currencies for the account of the Parent any Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a its Restricted Joint Venture, any Restricted Joint VentureSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (bSection 2.03(b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower or any Subsidiary Guarantor its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Aggregate Revolving Commitments, (y) the Aggregate Revolving Exposure of any Revolving Lender shall not exceed such Lender’s Revolving Commitment, Commitment and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided, further, that no Letter of Credit denominated in any Alternative Currency may be issued by any L/C SublimitIssuer other than the Alternative Currency L/C Issuer. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedreimbursed in accordance with the terms hereof. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration DateDate (the “Letter of Credit Availability Period”), to issue Letters of Credit for the account of the Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a its Restricted Joint Venture, any Restricted Joint VentureSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor its Restricted Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x1) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Commitments, lesser of (x) the Aggregate Commitments and (y) the Aggregate Exposure Borrowing Base then in effect, (2) the aggregate Outstanding Amount of the Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Commitment, and (z3) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C SublimitLetter of Credit Sublimit then in effect. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration DateLetter of Credit Availability 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, Date to issue Letters of Credit at sight denominated in any Approved Currency for the account of the Parent Borrower or any Restricted Subsidiary Guarantor or, subject to Section 7.7 and to of the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Venture, Borrower and to amend or renew Letters of Credit previously issued by it, in accordance with subsection Section 2.03(b), and (b2) below, to honor drafts under the Letters of Credit and (B) to honor drawings under the Letters of Credit; and (ii) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor and any drawings thereunderpursuant to this Section 2.03; provided that after giving effect that, subject to clause (p) below, no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions Exposure of any Revolving Credit then outstanding shall not Lender would exceed the Total such Lender’s Revolving CommitmentsCredit Commitment or, (y) the Aggregate Exposure Outstanding Amount of any Lender shall not the L/C Obligations would exceed such Lender’s Revolving Commitment, and the Letter of Credit Sublimit or (z) the aggregate amount Letter of Credit Percentage of any L/C Obligations Issuer would exceed the Letter of Credit Percentage for such L/C Issuer; provided further that (i) the Euros Outstanding shall not exceed the L/C Euro Sublimit. Each request by , (ii) the Borrower for Sterling Outstanding shall not exceed the issuance or amendment of a Letter of Credit Sterling Sublimit and (iii) the Yen Outstanding shall be deemed to be a representation by not exceed the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceYen Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C 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 Parent or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VenturePermitted 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 (B2) to honor drawings under the Letters of Credit; and (iiB) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued under the applicable Facility for the account of the Borrower or any Subsidiary Guarantor Permitted L/C Party and any drawings thereunder; provided that (i) after giving effect to any L/C Credit Extension with respect to any Letter of CreditCredit under the Revolving Credit Facility, (w) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding shall not exceed the Total Revolving Commitments, (y) the Aggregate Exposure of any Revolving Credit Lender shall not exceed such LenderXxxxxx’s Revolving Commitment, Credit Commitment and (zy) the aggregate amount Outstanding Amount of L/C Obligations with respect to Financial Letters of Credit and Commercial Letters of Credit in the aggregate shall not exceed the Financial/Commercial Letter of Credit Sublimit, (ii) [reserved], and (iii) after giving effect to any L/C SublimitCredit Extension, 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, in its sole discretion issue Letters of Credit in an aggregate available amount in excess of such L/C Issuer’s Letter of Credit Commitment so long as the other conditions thereto are satisfied). Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant to the Revolving Credit Facility hereunder, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or one or more Alternative Currencies for the account of the Parent Company or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Aggregate Revolving Commitments, (y) the Aggregate aggregate Revolving Exposure of any Revolving Lender shall not exceed such Lender’s Revolving Commitment, Commitment and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided, further, that, after giving effect to all L/C SublimitCredit Extensions, the aggregate Outstanding Amount of all Letters of Credit issued by the L/C Issuer shall not exceed the L/C Issuer’s L/C Commitment. 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 period from the Closing Date through the L/C Expiration Dateforegoing 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 First Amendment Effective Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Expiration Date, to issue Letters of Credit for the account of the Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (y) the Aggregate Exposure aggregate Outstanding Amount of the Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Commitment, and or (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, Date to issue Letters of Credit at sight denominated in any Approved Currency for the account of the Parent Borrower or any Restricted Subsidiary Guarantor or, subject to Section 7.7 and to of the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Venture, Borrower and to amend or renew Letters of Credit previously issued by it, in accordance with subsection Section 2.03(b), and (b2) below, to honor drafts under the Letters of Credit and (B) to honor drawings under the Letters of Credit; and (ii) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor and any drawings thereunderpursuant to this Section 2.03; provided that after giving effect that, subject to clause (p) below, no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions Exposure of any Revolving Credit then outstanding shall not Lender would exceed the Total such Xxxxxx’s Revolving CommitmentsCredit Commitment, (y) the Aggregate Exposure Outstanding Amount of any Lender shall not the L/C Obligations would exceed such Lender’s Revolving Commitment, and the Letter of Credit Sublimit or (z) the aggregate amount Letter of Credit Percentage of any L/C Obligations Issuer would exceed the Letter of Credit Percentage for such L/C Issuer; provided further that (i) the Euros Outstanding shall not exceed the L/C Euro Sublimit. Each request by , (ii) the Borrower for Sterling Outstanding shall not exceed the issuance or amendment of a Letter of Credit Sterling Sublimit and (iii) the Yen Outstanding shall be deemed to be a representation by not exceed the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceYen Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Effective Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Parent Company or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (B2) to honor drawings under the Letters of CreditCredit issued by it; and (iiB) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total aggregate Revolving Credit Commitments, (x) 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 Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Xxxxxx’s Revolving Credit Commitment, (y) the Aggregate Exposure aggregate amount available to be drawn under all Letters of any Lender Credit issued by the applicable L/C Issuer issuing such Letter of Credit shall not exceed either of (I) such LenderL/C Issuer’s Revolving CommitmentLetter of Credit Commitment (provided, and (z) 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 L/C Obligations shall not exceed the Letter of Credit Sublimit) and (II) the aggregate amount of such L/C Issuer’s unused Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.. MSGN – A&R Credit Agreement (2019)

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C 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 Parent or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VenturePermitted 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 (B2) to honor drawings under the Letters of Credit; and (iiB) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued under the applicable Facility for the account of the Borrower or any Subsidiary Guarantor Permitted L/C Party and any drawings thereunder; provided that (i) after giving effect to any L/C Credit Extension with respect to any Letter of CreditCredit under the Revolving Credit Facility, (w) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding shall not exceed the Total Revolving Commitments, (y) the Aggregate Exposure of any Revolving Credit Lender shall not exceed such LenderLxxxxx’s Revolving Commitment, Credit Commitment and (zy) the aggregate amount Outstanding Amount of L/C Obligations with respect to Financial Letters of Credit and Commercial Letters of Credit in the aggregate shall not exceed the Financial/Commercial Letter of Credit Sublimit, (ii) [reserved], and (iii) after giving effect to any L/C SublimitCredit Extension, 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, in its sole discretion issue Letters of Credit in an aggregate available amount in excess of such L/C Issuer’s Letter of Credit Commitment so long as the other conditions thereto are satisfied). Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant to the Revolving Credit Facility hereunder, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Effective Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or Sterling for the account of the Parent either Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits respective Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the either Borrower or its Subsidiaries (for the avoidance of doubt, including any Subsidiary Guarantor 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), (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions Outstanding Amount of Credit then outstanding all Advances, all L/C Obligations and all Swing Line Loans shall not exceed the Total Revolving CommitmentsCommitment, (y) the Aggregate Exposure Outstanding Amount of the Advances of any Lender plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower Agent for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C 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 Parent Company or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (B2) to honor drawings under the Letters of CreditCredit issued by it; and (iiB) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor 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, (xw) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving CommitmentsFacility, (x) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Xxxxxx’s Revolving Commitment, (y) the Aggregate Exposure Outstanding Amount of any Lender shall not exceed such Lender’s Revolving Commitment, and (z) the aggregate amount of L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by an L/C Issuer shall not exceed such L/C Issuer’s Individual Letter of Credit Sublimit. Each request by the Borrower Borrowers for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the each Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the Domestic L/C Issuer agrees, in reliance upon the agreements of the Domestic Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C twenty (20) days prior to Letter of Credit Expiration Date, to issue Domestic Letters of Credit denominated in U.S. Dollars or in an Alternative Currency for the account of the Parent EMS or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Domestic Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Domestic Letters of Credit; and (iiB) the Domestic Lenders severally agree to participate in Domestic Letters of Credit issued for the account of the Borrower EMS or any Subsidiary Guarantor of its Subsidiaries and any drawings thereunder; provided that after giving effect to any Domestic L/C Credit Extension with respect to any Domestic Letter of Credit, (x) the Total Domestic Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Aggregate Domestic Revolving Commitments, (y) the Aggregate Exposure aggregate Outstanding Amount of the Domestic Revolving Loans of any Lender Domestic Lender, plus such Domestic Lender’s Applicable Percentage of the Outstanding Amount of all Domestic L/C Obligations shall not exceed such Domestic Lender’s Domestic Revolving Commitment, Commitment and (z) the aggregate amount Outstanding Amount of the Domestic L/C Obligations shall not exceed the L/C Domestic Letter of Credit Sublimit. Each request by the Borrower EMS for the issuance or amendment of a Domestic Letter of Credit shall be deemed to be a representation by the Borrower EMS that the Domestic L/C Credit Extension so requested complies 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 BorrowerEMS’s ability to obtain Domestic Letters of Credit shall be fully revolving, and accordingly the Borrower EMS may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Domestic Letters of Credit to replace Domestic Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Domestic Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (a) Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01 (iA) each Issuing Lender Bank of America, in its capacity as an L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or, in its capacity as Alternative Currency L/C Issuer, in an Alternative Currency applicable to such L/C Issuer for the account of the Parent any Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureLoan Party, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; (B) each other 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 for the account of any Borrower or Loan Party, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (iiC) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrowers or any Subsidiary Guarantor Loan 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving CommitmentsCredit Facility, (yx) the Aggregate Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Commitment, (y) the aggregate Outstanding Amount of all Revolving CommitmentCredit 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 aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.52.03 , (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Parent Company or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend Letters of Credit previously issued by it, in accordance with subsection (bSection 2.03(b) below, and (B2) to honor drawings under the Letters of CreditCredit issued by it; and (iiB) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving CommitmentsCredit Facility, (yx) the Aggregate Exposure aggregate Outstanding Amount of the Revolving Credit Loans of any Lender 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 Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (zy) 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 (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 L/C Obligations shall not exceed the Letter of Credit Sublimit) and (II) the aggregate amount of such L/C Issuer’s unused Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender Bank agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.04 and within the limits of its Issuing Commitment, (A1) from time to time on any Business Day during the period from the Closing Restatement Date until 101 the L/C Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, any Alternative Currency 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 (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 Currency”) for the account of the Parent or any Subsidiary Guarantor or, subject to Section 7.7 Borrower and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Parent Borrower or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving CommitmentsLoan Cap, (y2) the Aggregate Exposure aggregate Outstanding Amount of the Revolving Credit Advances of any Lender Lender, plus such Lender’s 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 shall not exceed such LenderXxxxxx’s Revolving Credit Commitment, (3) the L/C Obligations in respect of Letters of Credit issued in Alternative Currencies shall not exceed the Alternative Currency Sublimit, (4) the aggregate Outstanding Amount of all Revolving Credit Advances made to the Canadian Borrowers shall not exceed the Canadian Sublimit, and (z5) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Notwithstanding the foregoing, Xxxxxx Xxxxxxx Bank, N.A. shall not be required to issue any Trade Letters of Credit without its consent. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Borrowers to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of Borrower and the Revolving Lenders set forth in this Section 2.52.3, (A1) from time to time on any Business Day during the period from the Closing Funding Date until at least thirty days prior to the L/C Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in Canadian Dollars for the account of the Parent or Borrower and/or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureGuarantor, and to amend or extend Letters of Credit previously issued by it, including the Existing Letters of Credit, in accordance with subsection (b) below, and (B2) to honor drawings complying presentations under the Letters of Credit; and (iiB) the Revolving Lenders severally agree to participate in Letters of Credit Credit, including the Existing Letters of Credit, issued for the account of Borrower and/or the Borrower or any Subsidiary Guarantor Guarantors and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the L/C Obligations with respect to all Letters of Credit issued by each L/C Issuer, including the Existing Letters of Credit, shall not exceed such L/C Issuer’s Letter of Credit Issuance Commitment, (x) the Total Utilization of Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Commitments shall not exceed the Total Revolving CommitmentsCommitments then in effect, (y) the Aggregate Exposure aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, and (z) the aggregate amount Outstanding Amount of L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or any Guarantor for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s and Guarantor’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower and/or any Guarantor may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and fully reimbursed. Notwithstanding anything in this Section 2.3 or otherwise herein to the contrary, Xxxxxxx Xxxxx Bank USA (i) shall not be obligated to issue a Letter of Credit with more than one beneficiary or to Persons outside of the United States or Canada; (ii) shall not be required to have outstanding more than fifteen (15) Letters of Credit; (iii) shall not be required to issue a Letter of Credit without a final expiry date that is prior to the Letter of Credit Expiration Date; and (iv) shall not be required to issue Letters of Credit or accept demands under Letters of Credit made by SWIFT message. Notwithstanding anything in this Section 2.3 or otherwise herein to the contrary, Bank of America (i) shall not be obligated to issue a Letter of Credit with more than one beneficiary or to Persons outside of the United States or Canada; and (ii) shall not be required to issue a Letter of Credit without a final expiry date that is prior to the Letter of Credit Expiration Date.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.04, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Expiration Dateday that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day), to issue Letters of Credit for the account of the Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Consolidated Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor its Consolidated 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (y) the Aggregate Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Aggregate Revolving Commitments, (y) the Aggregate Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, Commitment and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided, further, that after giving effect to all L/C SublimitCredit Extensions, the aggregate Outstanding Amount of all L/C Obligations of any Initial L/C Issuer shall not exceed such Initial L/C Issuer’s L/C Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding the foregoing, and any other term or provision of this Agreement, including, without limitation, the size of the Letter of Credit Sublimit, (i) Bank of America shall not be obligated to issue Letters of Credit in an aggregate amount outstanding at any one time in excess of $5,000,000, (ii) Xxxxx Fargo shall not be obligated to issue Letters of Credit in an aggregate amount outstanding at any one time in excess of $5,000,000, (iii) Regions Bank shall not be obligated to issue Letters of Credit in an aggregate amount outstanding at any one time in excess of $5,000,000, (iv) Compass Bank shall not be obligated to issue Letters of Credit in an aggregate amount outstanding at any one time in excess of $5,000,000 and (v) US Bank shall not be obligated to issue Letters of Credit in an aggregate amount outstanding at any one time in excess of $5,000,000.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (y) the Aggregate Exposure aggregate Outstanding Amount of the Loans of any Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Revolving Commitment, and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth hereinherein (A) the Borrower may request the LC Issuer at any time and from time to time to issue, for the account of any the Borrower or any Subsidiary of the Borrower, and (iB) each Issuing Lender the LC Issuer agrees, in reliance upon on the agreements of the Revolving Lenders set forth in this Section 2.5herein, (A) to issue from time to time on any Business Day during the period from the Closing Date until the L/C Expiration Date, to issue Letters of Credit for the account of the Parent or any Subsidiary Guarantor or, subject to Section 7.7 denominated and to the extent not payable in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureDollars, and to amend or extend Letters of Credit previously issued by it, and in accordance with subsection (b) beloweach case in such form as may be reasonably approved by the LC Issuer and the Administrative Agent; provided, and (B) to honor drawings under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor and any drawings thereunder; provided however, that after giving effect to any L/C Credit Extension with respect to any Letter of CreditLC Issuance (1) the LC Outstandings shall no exceed the LC Sublimit, (x2) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding shall not exceed the Total Revolving Commitments, (y) the Aggregate Facility Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, Commitment and (z3) the aggregate amount of L/C Obligations Aggregate Revolving Facility Exposure shall not exceed the L/C SublimitTotal Revolving Commitment. Each request Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (A) one year from the date of issuance thereof, or (B) thirty (30) days prior to the Revolving Facility Maturity Date. On the Closing Date, the LC Issuer shall be deemed, without further action by any party hereto, to have granted to each LC Participant and each LC Participant shall be deemed to have purchased from the Borrower for LC Issuer a participation in each Existing Letter of Credit in accordance with Section 2.05(g) below. On and after the issuance or amendment Closing Date, each Existing Letter of Credit shall constitute a Letter of Credit shall be deemed to be a representation by for the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions purposes hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Date, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Expiration Date, to issue Letters of Credit for the account of the Parent or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureBorrower, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the Outstanding Amount of all Loans under the Revolving Credit Facility, Swing Line Loans and all L/C Obligations shall not exceed the lesser of (A) the Revolving Commitment Amount and (B) the Unencumbered Pool Value, (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total lesser of (1) the Aggregate Commitments, (2) the Unencumbered Pool Value, and (3) the sum of (A) the Term Loan Commitment Amount plus (B) the Revolving CommitmentsCommitment Amount, (y) the Aggregate Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Commitment, and or (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerXxxxxxxx’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Effective Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor and and/or its Subsidiaries in 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (yII) the Aggregate Exposure aggregate Outstanding Amount of the Loans of any Lender plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Commitment, and (zIII) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, (IV) the Outstanding Amount of the L/C SublimitObligations issued by such L/C Issuer shall not exceed such L/C Issuer’s Letter of Credit Commitment, and (V) if there shall exist any Non-Extending Lenders, the aggregate L/C Obligations in respect of all Letters of Credit having an expiration date after the Maturity Date of any Non-Extending Lender shall not exceed the limit set forth in clause (II) above calculated solely with respect to the Lenders other than the Non-Extending Lenders. Each request by the Borrower for the issuance issuance, extension or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration DateAMERICAS/2024050510.8 foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Furthermore, each Lender acknowledges and confirms that it has a participation interest in the liability of the applicable L/C Issuer under the Existing Letters of Credit in a percentage equal to its Applicable Percentage of the Loans. The Borrower’s reimbursement obligations in respect of the Existing Letters of Credit, and each Lender’s obligations in connection therewith, shall be governed by the terms of this Agreement.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon (among other things) the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Parent or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (y) the Aggregate Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided, further, that after giving effect to all L/C SublimitCredit Extensions, the aggregate outstanding amount of all L/C Obligations of any Initial L/C Issuer shall not exceed such Initial L/C CHAR1\1423646v4 Issuer’s L/C Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C 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 Parent Borrower or any Subsidiary Guarantor orof its Subsidiaries, subject to Section 7.7 and to as specified by the extent not Borrower in respect requesting such Letter of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureCredit, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection clause (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (yx) the Aggregate Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving 's Commitment, and (zy) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C SublimitObligations of any L/C Issuer shall not exceed such L/C Issuer's L/C Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.04, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or Letter of Credit and Swing Line Offshore Currencies for the account of the Parent Company, any Designated Borrower or any of Subsidiary Guarantor or, subject to Section 7.7 and to of the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureCompany, and to amend or renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of CreditCredit issued by it; and (iiB) the Lenders severally agree to risk participate in Letters of Credit issued for the account of the Company, any Designated Borrower or any Subsidiary Guarantor and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the aggregate Outstanding Amount of all Committed Loans and Swing Line Loans and L/C Obligations issued or outstanding in Offshore Currencies shall not exceed the Offshore Currency Committed Loan, Swing Line Loan and Letter of Credit Sublimit at any time, (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (y) the Aggregate Exposure aggregate Outstanding Amount of the Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans, shall not exceed such Lender’s Revolving Commitment, and or (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Company agrees to promptly notify the Administrative Agent of the designation of any Lender as an L/C Issuer. From and after the Closing Date, all Existing Letters of Credit shall be deemed to have been issued pursuant hereto and shall be subject to and governed by the terms and conditions hereof. The Company unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for the support of any Subsidiary’s obligations as provided in the first sentence of this paragraph, the Company will be fully responsible for the reimbursement of L/C Obligations in accordance with the terms hereof, the payment of interest thereon and the payment Exhibit 4.1 of fees due under this Section 2.04 to the same extent as if it were the sole account party in respect of such Letter of Credit (the Company 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).

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender Bank agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.04 and within the limits of its Issuing Commitment, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, any Alternative Currency 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 (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 Currency) for the account of the Parent or any Subsidiary Guarantor or, subject to Section 7.7 Borrower and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Appropriate Lenders severally agree to participate in Letters of Credit issued for the account of the Parent Borrower or any Subsidiary Guarantor and its Subsidiaries and any drawings thereunder; provided that that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x1) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving CommitmentsLoan Cap, (y2) the Aggregate Exposure aggregate Outstanding Amount of the Revolving Credit Advances of any Lender Lender, plus such Lender’s Commitment Percentage of the Outstanding Amount of all Swing Line Advances, plus such Lender’s Commitment Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Credit Commitment, and (z3) the aggregate amount Total Revolving Credit Outstandings in respect of the U.S. Revolving Credit Facility shall not exceed the U.S. Loan Cap, (4) the Total Revolving Credit Outstandings in respect of the German Revolving Credit Facility shall not exceed the German Loan Cap, (5) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, (6) the Outstanding Amount of the L/C SublimitObligations under the German Revolving Credit Facility shall not exceed $2.5 million and (7) no more than 25.0% of the Total Revolving Credit Outstandings shall be in Alternative Currencies. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Borrowers to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates or branches or advising banks or confirming banks of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate or branch or advising bank or confirming bank with respect to Letters of Credit issued by such Affiliate or branch or advising bank or confirming bank. Letters of Credit issued hereunder shall be issued either under the U.S. Revolving Credit Facility or the German Revolving Credit Facility as designated by the applicable Borrower pursuant to Section 2.04(b)(i). Any request for the issuance of a Letter of Credit hereunder shall be irrevocable and made in writing by an authorized person of the applicable Borrower and, if requested by the applicable Issuing Bank, authenticated through such Issuing Bank’s electronic platform or portal in accordance with its procedures for such authentication by such Issuing Bank.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03 , (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Expiration Maturity Date, to issue Letters of Credit denominated in Dollars or one of more Alternative Currencies for the account of the Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a its Restricted Joint Venture, any Restricted Joint VentureSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Aggregate Revolving Commitments, (y) the Aggregate Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, Commitment and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (ai) Subject to On the terms and subject to the conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.52.02, (A1) from time to time on any Business Day during the period from the Closing Date until 30 days prior to the L/C Expiration Maturity Date, to issue Letters of Credit in Dollars for the account of the Parent or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureBorrower, and to amend or renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings drafts under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor 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 Effective Amount of all Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding shall not Loans, Swing Line Loans and L/C Obligations would exceed the Total Revolving CommitmentsCommitment on such date, (y) the Aggregate Exposure aggregate Effective Amount of the Revolving Loans of any Lender shall not Lender, plus such Lender’s Proportionate Share of the Effective Amount of all L/C Obligations, plus such Lender’s Proportionate Share of the Effective Amount of all Swing Line Loans would exceed such Lender’s Revolving Commitment, and or (z) the aggregate amount Effective Amount of the L/C Obligations shall not would exceed the L/C Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Prior 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, including without limitation Section 8.14.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or one or more Alternative Currencies for the account of the Parent CHAR1\0000000x0 Company or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a its Restricted Joint Venture, any Restricted Joint VentureSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or any Subsidiary Guarantor its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xv) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Aggregate Revolving Commitments, (w) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (x) the aggregate Revolving A Exposure of any Revolving A Lender shall not exceed such Xxxxxx’s Revolving A Commitment, (y) the Aggregate Exposure aggregate amount of any Lender the outstanding Letters of Credit issued by the L/C Issuer shall not exceed such Lender’s Revolving the L/C Commitment, and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. 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 period from the Closing Date through the L/C Expiration Dateforegoing 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Parent or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (yx) the Aggregate Exposure aggregate Outstanding Amount of the Revolving Credit Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate amount Outstanding Amount of such L/C Issuer’s L/C Obligations shall not exceed the L/C SublimitIssuance Sublimit for such L/C Issuer. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration DateDate (the “Letter of Credit Availability Period”), to issue Letters of Credit for the account of the Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a its Restricted Joint Venture, any Restricted Joint VentureSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor its Restricted Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x1) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Commitments, lesser of (x) the Aggregate Commitments and (y) the Aggregate Exposure Borrowing Base then in effect plus, during the Overadvance Period, the Overadvance Amount, (2) the aggregate Outstanding Amount of the Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Commitment, and (z3) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C SublimitLetter of Credit Sublimit then in effect. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration DateLetter of Credit Availability Period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the Committed (USD/MC) Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in an Alternative Currency for the account of the Parent Company or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a its Restricted Joint Venture, any Restricted Joint VentureSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Committed (USD/MC) Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or any Subsidiary Guarantor its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the Outstanding Amount of the L/C Obligations shall not exceed the Alternative Currency Sublimit, (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding (USD/MC) Outstandings shall not exceed the Total Revolving Aggregate (USD/MC) Commitments, (y) the Aggregate Revolving (USD/MC) Credit Exposure of any Lender shall not exceed such Lender’s Revolving USD/MC Commitment, and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided, further, that after giving effect to all L/C SublimitCredit Extensions, the aggregate Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C 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 Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureSubsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (B2) to honor drawings under the Letters of Credit; , and (iiB) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor and any drawings thereunder; provided that after giving effect to on the date of any L/C Credit Extension with respect to any Letter of Credit, Credit and after giving effect thereto (xv) the Total Revolving [Access MLP Operating Credit Agreement] Extensions aggregate amount available to be drawn under all Letters of Credit then outstanding shall not exceed issued by the Total Revolving Commitments, (y) the Aggregate Exposure applicable L/C Issuer issuing such Letter of any Lender Credit shall not exceed such LenderL/C Issuer’s Revolving CommitmentLetter of Credit Commitment (provided, and (z) 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), (w) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C SublimitObligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, (y) 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 denominated in any Alternative Currency shall not exceed $15,000,000 (or, if less, the Letter of Credit Sublimit then in effect). Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.52.3, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Expiration Maturity Date, to issue Secured and Unsecured Letters of Credit for the account of the Parent or Borrower and to issue Secured Letters of Credit for the account of any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureObligor, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor Letter of Credit Obligors and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xy) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Commitments, (y) the Aggregate Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, Commitments and (z) the aggregate amount Outstanding Amount of the Revolving Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed the L/C Sublimitsuch Lender's Commitment. Each request by the Borrower a Letter of Credit Obligor for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower such Letter of Credit Obligor that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s each Letter of Credit Obligor's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Letter of Credit Obligors may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Each Letter of Credit issued for the account of any Subsidiary Obligor shall be a Secured Letter of Credit and shall comply with the provisions of Section 2.3(l) hereof throughout the entire term of such Letter of Credit. Letters of Credit issued for the account of the Borrower may be Secured Letters of Credit or Unsecured Letters of Credit, at the Borrower's option. The Borrower may convert a Letter of Credit from one Type to the other upon notice to the Administrative Agent in accordance with Section 2.3(b)(v).

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender theeach L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Effective Date until the L/C 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 Parent any Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower or any Subsidiary Guarantor 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, (xxw) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (yyx) the Aggregate Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and (zzy) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) Bank of America shall not be required to issue any further Letters of Credit to the extent all Letters of Credit issued by Bank of America would be in excess of $50,000,000 (unless Bank of America agrees in writing to such overage in its sole discretion); provided, further, if any other Person becomes an L/C SublimitIssuer pursuant to the definition thereof, such L/C Issuer shall not be required to issue Letters of Credit in excess of any sublimit applicable to such L/C Issuer. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the applicable Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the applicable Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender agreesthe Administrative Agent, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A) shall endeavor to cause the L/C Issuer from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit (including Canadian Letters of Credit) for the account of the Parent or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureBorrowers, and to amend or extend Letters of Credit previously issued by itthe L/C Issuer, in accordance with subsection (bSection 2.03(b) below, ; and (B) to honor drawings under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit (including Canadian Letters of Credit) issued for the account of the Borrower or any Subsidiary Guarantor Borrowers and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Outstanding Amount of the L/C Obligations with respect to Standby Letters of Credit shall not exceed the Standby Letter of Credit Sublimit, (w) the Outstanding Amount of the L/C Obligations with respect to Canadian Letters of Credit shall not exceed the Canadian Letter of Credit Sublimit, (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Commitmentslesser of the Aggregate Commitments or the Borrowing Base, (y) the Aggregate Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Lead Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Any L/C Issuer (other than Xxxxx Fargo Bank or any of its Affiliates) shall notify the Administrative Agent in writing on each Business Day of all Letters of Credit issued on the prior Business Day by such L/C Issuer.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date date hereof until the L/C Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or one or more Alternative Currencies for the account of the Parent Borrowers or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Venturecertain Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (B2) to honor drawings drafts under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (yii) the Aggregate Total Outstandings denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit, (iii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, and (ziv) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, (v) with respect to the applicable L/C Sublimit. Each request by Issuer, the Borrower for the issuance or amendment stated amount of a Letter all outstanding Letters of Credit issued by such L/C Issuer shall be deemed to be a representation by not exceed the Borrower that applicable Specified L/C Sublimit of such L/C Issuer then in effect and (vi) in the case of the 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 each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the each Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit denominated in US Dollars or in one or more Alternative Currencies for the account of the Parent any Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureSubsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower or any Subsidiary Guarantor and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Aggregate Revolving Commitments, (y) the Aggregate Exposure aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, Commitment and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit; and provided further that the availability of the Aggregate Revolving Commitments at any time shall be reduced by the amount of the Foreign Swing Line Facility Reserve. Each request by the any Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso provisos to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer severally agrees, in reliance upon the agreements of the US Lenders set forth in this Section 2.52.04, (A1) from DWT 16166918v15 4900000-001225 time to time on any Business Day during the period from the Closing Date until the L/C 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 Parent US Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the US Lenders severally agree to participate in Letters of Credit issued for the account of the US Borrower or any Subsidiary Guarantor 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 US Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (y) the Aggregate Exposure aggregate Outstanding Amount of the Committed Loans of any Lender US Lender, plus such US Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such US Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such US Lender’s Revolving Commitment, and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the US Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the US 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 US Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the US Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, : (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.52.03, (Ax) from time to time on any Business Day during the period from the Closing Date Availability Period, and until the L/C Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Parent or any Subsidiary Guarantor Borrower or, subject to Section 7.7 so long as the Borrower is a joint and to several co-applicant with such Subsidiary, for the extent not in respect account of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureSubsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (bSection 2.03(b) below, and (By) to honor drawings under the Letters of Credit; and (iiB) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor and any drawings thereunder; provided that provided, that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x1) the Total Aggregate Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Exposure shall not exceed the Total Aggregate Revolving Commitments, (y2) the Aggregate Revolving Credit Exposure of any Revolving Lender shall not exceed such LenderXxxxxx’s Revolving Commitment, and (z3) the total L/C Exposure shall not exceed the Letter of Credit Sublimit, (4) the aggregate amount of the L/C Obligations Exposure attributable to Letters of Credit issued by any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment (unless otherwise agreed by such L/C Issuer in its sole discretion), (5) in the event the Revolving Maturity Date shall have been extended as provided in Section 2.17, the total L/C Exposure attributable to Letters of Credit expiring after any Existing Revolving Maturity Date shall not exceed the L/C SublimitAggregate Revolving Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit or (6) except as otherwise agreed by the Administrative Agent, not more than 20 Letters of Credit shall be outstanding. Each request by the Borrower for the issuance or amendment of a Letter of any L/C Credit Extension shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with satisfies the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Each Existing Letter of Credit shall be deemed, for all purposes of this Agreement (including Section 2.03(c)), to be a Letter of Credit issued hereunder and the Borrower shall be deemed to be the applicant and account party for each Existing Letter of Credit.

The Letter of Credit Commitment. (a) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C 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 Parent Initial Borrower or its Subsidiaries or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureDesignated Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Initial Borrower or its Subsidiaries or any Subsidiary Guarantor Designated Borrower and any drawings 49 90295627_3 thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (yx) the Aggregate Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, and (zy) the aggregate amount Outstanding Amount of all L/C Obligations shall not exceed the Aggregate Commitments and (z) the Outstanding Amount of the L/C Obligations under Financial Letters of Credit shall not exceed the Financial Letter of Credit Sublimit. Each request by the Borrower a Person for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. No L/C Issuer shall issue any Letter of Credit, if the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration 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: as of the date of issuance, any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; such L/C Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency; any Lender is at that time a Defaulting Lender, unless the Borrowers shall have provided Cash Collateral to eliminate such L/C Issuer’s Fronting Exposure 50 90295627_3 (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has Fronting Exposure; or the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such L/C Issuer. Notwithstanding anything to the contrary, no Letter of Credit shall be issued for the account of a Dutch Borrower unless such Dutch Borrower has previously borrowed a Loan pursuant to Section 2.01.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.52.03, and subject to the terms and conditions set forth in this Section 2.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the such Letters of Credit; and (iiB) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total aggregate Revolving Commitments, (y) without duplication, the Aggregate Exposure aggregate Outstanding Amount of the Revolving Loans of any Lender Revolving Lender, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Revolving Lender’s Revolving Commitment, and (z) the aggregate amount 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 Fifteen Million and No/100 Dollars ($15,000,000.00) at any one time outstanding. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit in the Agreed Currencies for the account of the Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a its Restricted Joint Venture, any Restricted Joint VentureSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor its Restricted 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 Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Aggregate Revolving Commitments, (x) the aggregate Outstanding Amount of the Committed Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Commitment, (y) the Aggregate Exposure Outstanding Amount of the L/C Obligations of any Lender L/C Issuer shall not exceed its ratable share of the Letter of Credit Sublimit (based on the Revolving Commitment of each L/C Issuer on the Closing Date), unless agreed in writing by such Lender’s Revolving Commitment, L/C Issuer and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.04, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Expiration Dateday that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day), to issue Letters of Credit for the account of the Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Consolidated Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor its Consolidated 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (y) the Aggregate Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C 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 Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (bSection 2.03(b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Aggregate Revolving Commitments, (yx) the Aggregate Exposure Outstanding Amount of the Revolving Loans of -49- any Lender Revolving Lender, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed such Revolving Lender’s Revolving Commitment, and (zy) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Notwithstanding the foregoing or anything to the contrary contained herein, no L/C Issuer shall be obligated to issue, amend or extend any Letter of Credit if, immediately after giving effect thereto, the outstanding L/C Obligations in respect of all Letters of Credit issued by such L/C Issuer would exceed such Person’s L/C Issuer Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C 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 Parent Borrower or any Subsidiary Guarantor orof its Subsidiaries, subject to Section 7.7 and to as specified by the extent not Borrower in respect requesting such Letter of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureCredit, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection clause (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor its Subsidiaries and any drawings thereunder; provided that (1) the Borrower and its Subsidiaries shall not have Letters of Credit denominated in one or more Alternative Currencies issued by more than three (3) L/C Issuers at any given time and (2) after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (yx) the Aggregate Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Xxxxxx's Commitment, and (zy) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C SublimitObligations of any L/C Issuer shall not exceed such L/C Issuer's L/C Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (a) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C 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 Parent Initial Borrower or its Subsidiaries or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureDesignated Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Initial Borrower or its Subsidiaries or any Subsidiary Guarantor Designated Borrower and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any 49 89826417_6 Letter of Credit, (xw) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (yx) the Aggregate Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, and (zy) the aggregate amount Outstanding Amount of all L/C Obligations shall not exceed the Aggregate Commitments and (z) the Outstanding Amount of the L/C Obligations under Financial Letters of Credit shall not exceed the Financial Letter of Credit Sublimit. Each request by the Borrower a Person for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. No L/C Issuer shall issue any Letter of Credit, if the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration 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: as of the date of issuance, any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; 50 89826417_6 such L/C Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency; any Lender is at that time a Defaulting Lender, unless the Borrowers shall have provided Cash Collateral to eliminate such L/C Issuer’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has Fronting Exposure; or the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such L/C Issuer. Notwithstanding anything to the contrary, no Letter of Credit shall be issued for the account of a Dutch Borrower unless such Dutch Borrower has previously borrowed a Loan pursuant to Section 2.01.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Effective Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor and and/or its Subsidiaries in 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (yII) the Aggregate Exposure aggregate Outstanding Amount of the Loans of any Lender plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Commitment, and (zIII) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, (IV) the Outstanding Amount of the L/C SublimitObligations issued by such L/C Issuer shall not exceed such L/C Issuer’s Letter of Credit Commitment, and (V) if there shall exist any Non-Extending Lenders, the aggregate L/C Obligations in respect of all Letters of Credit having an expiration date after the Maturity Date of any Non-Extending Lender shall not exceed the limit set forth in clause (II) above calculated solely with respect to the Lenders other than the Non-Extending Lenders. Each request by the Borrower for the issuance issuance, extension or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Furthermore, each Lender acknowledges and confirms that it has a participation interest in the liability of the applicable L/C Issuer under the Existing Letters of Credit in a percentage equal to its Applicable Percentage of the Loans. The Borrower’s reimbursement obligations in respect of the Existing Letters of Credit, and each Lender’s obligations in connection therewith, shall be governed by the terms of this Agreement.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender agreesL/C Issuer agrees (subject, in the case of each L/C Issuer, to the amount of its Letter of Credit Commitment), in reliance upon the agreements of the Lenders set forth in this Section 2.52.22, (A1) from time to time on any Business Day during the period from the Closing Effective Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or any Foreign Currency for the account of the Parent any Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower or any Subsidiary Guarantor of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving [Access MLP Operating Aggregate Outstanding Credit Agreement] Extensions of Credit then outstanding shall not exceed the Total Revolving Commitments, (y) the Aggregate Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, with respect to all Loans and (z) the aggregate amount of all L/C Obligations shall not exceed the Aggregate Commitment at such time, (y) the Outstanding Credit Exposure of any Lender with respect to the Loans and L/C Obligations shall not exceed such Lender’s Commitment at such time and (z) the Dollar Equivalent of the outstanding amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided further that no L/C Issuer shall be required to issue a commercial Letter of Credit if such issuance would breach such L/C Issuer’s internal policy or such L/C Issuer is otherwise unable to issue commercial Letters of Credit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the each Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a other Restricted Joint Venture, any Restricted Joint VentureSubsidiaries, and to amend or extend Letters of Credit in Dollars previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor other Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving CommitmentsCredit Facility, (y) the Aggregate Revolving Credit Exposure of any each Lender shall not exceed such Lender’s Revolving Commitment, and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C applicable Letter of Credit Expiration Date (or, to the extent Section 2.03(a)(ii)(G) has been complied with, the date which is nine (9) Business Days prior to the Maturity Date), to issue Letters of Credit denominated in Dollars or the Alternative Currency for the account of the Parent or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureBorrowers, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor Borrowers and any drawings thereunder; provided that after giving effect to (I) any L/C Credit Extension with respect to any WC Letter of Credit, (xw) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding WC Outstandings shall not exceed the Total Revolving Aggregate WC Commitments, (x) the WC Credit Exposure of any Lender (less, with respect only to the Alternative Currency Fronting Lender, the aggregate Alternative Currency Risk Participations in all WC Loans denominated in the Alternative Currency) shall not exceed such Lender’s WC Commitment, (y) the Outstanding Amount of the sum of the WC Interim L/C Obligations and the WC L/C Obligations for Product Under Contract LCs shall not exceed $85,000,000, and (z) the Outstanding Amount of all WC L/C Obligations with respect to WC Letters of Credit (after giving effect to the WC Letter of Credit being requested) issued by any L/C Issuer does not exceed the WC Letter of Credit Issuer Sublimit for such L/C Issuer, (II) any L/C Credit Extension with respect to any WC Interim Letter of Credit, (w) the Total WC Interim Outstandings shall not exceed the Aggregate WC Interim Commitments, (x) the WC Interim Credit Exposure of any Lender shall not exceed such Lender’s Revolving WC Interim Commitment, (y) the Outstanding Amount of the sum of the WC Interim L/C Obligations and the WC L/C Obligations for Product Under Contract LCs shall not exceed $85,000,000, and (z) the aggregate amount Outstanding Amount of all WC Interim L/C Obligations with respect to WC Interim Letters of Credit (after giving effect to the WC Interim Letter of Credit being requested) issued by any L/C Issuer does not exceed the WC Interim Letter of Credit Issuer Sublimit for such L/C Issuer, and (III) any L/C Credit Extension with respect to any Revolver Letter of Credit, (w) the Total Revolver Outstandings shall not exceed the Aggregate Revolver Commitments, (x) the Revolver Credit Exposure of any Lender (less, with respect only to the Alternative Currency Fronting Lender, the aggregate Alternative Currency Risk Participations in all Revolver Loans denominated in the Alternative Currency) shall not exceed such Lender’s Revolver Commitment, (y) the Outstanding Amount of the L/C Obligations with respect to Revolver Letters of Credit shall not exceed the Revolver Letter of Credit Sublimit, and (z) the Outstanding Amount of all L/C Obligations with respect to Revolver Letters of Credit (after giving effect to the Revolver Letter of Credit being requested) issued by any L/C Issuer does not exceed the Revolver Letter of Credit Issuer Sublimit for such L/C Issuer. In addition, the aggregate face amount of all standby Letters of Credit issued to secure bonding and performance obligations of the Borrowers shall not exceed at any time outstanding $100,000,000. Each request by the Borrower Borrowers for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Effective Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Company, any Subsidiary, the Parent or and/or any Subsidiary Guarantor orof Parent (or in the case of Existing Letters of Credit, subject to Section 7.7 and to for the extent not in respect account of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureOld Parent), and to amend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (B2) to honor drawings under the Letters of CreditCredit issued by it; and (iiB) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or Company, any Subsidiary, the Parent and/or any Subsidiary Guarantor of Parent (or 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total aggregate Revolving Credit Commitments, (x) 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, shall not exceed such Xxxxxx’s Revolving Credit Commitment, (y) the Aggregate Exposure aggregate amount available to be drawn under all Letters of any Lender Credit issued by the applicable L/C Issuer issuing such Letter of Credit shall not exceed either of (I) such LenderL/C Issuer’s Revolving CommitmentLetter of Credit Commitment (provided that any L/C Issuer may, and (z) 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 L/C Obligations shall not exceed the Letter of Credit Sublimit) and (II) the aggregate amount of such L/C Issuer’s unused Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Effective Date until the L/C 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 Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor and and/or its Subsidiaries in 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (yx) the Aggregate Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Commitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate amount of all Committed Loans and L/C Obligations denominated in Alternative Currencies shall not exceed the L/C Alternative Currency Sublimit. Each request by the Borrower for the issuance issuance, extension or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Furthermore, each Lender acknowledges and confirms that it has a participation interest in the liability of the L/C Issuer under the Existing Letters of Credit in a percentage equal to its Applicable Percentage of the Committed Loans. The Borrower’s reimbursement obligations in respect of the Existing Letters of Credit, and each Lender’s obligations in connection therewith, shall be governed by the terms of this Agreement.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender agreesthe Agent, in reliance upon the agreements of the Lenders set forth in this Section 2.5, (A) 2.2 shall endeavor to cause the Issuing Bank from time to time on any Business Day during the period from the Closing Restatement Date until the L/C Letter of Credit Expiration Date, to issue Letters letters of Credit credit for the account of the Parent Borrowers (each, an “L/C”) or any Subsidiary Guarantor orto undertake to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, subject an “L/C Undertaking”) with respect to Section 7.7 and to letters of credit issued by an Underlying Issuer (as of the extent not in respect Restatement Date, the prospective Underlying Issuer is Xxxxx Fargo) for the account of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureBorrowers, and to amend or extend Letters of Credit previously issued by itthe Issuing Bank, in accordance with subsection (bSection 2.3(b) below, below and (B) to honor drawings under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor Borrowers and any drawings thereunder; provided that (w) after giving effect to the issuance of any L/C Credit Extension with respect to any requested Letter of Credit, (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Facility Usage shall not exceed the Total Revolving CommitmentsMaximum Commitment, (x) such Letter of Credit shall not be issued in an amount which would exceed Availability as in effect immediately prior to its issuance, (y) the Aggregate Exposure of any Lender Lender’s Pro Rata Share shall not exceed such Lender’s Revolving Commitment, and (zy) the aggregate amount of L/C Obligations Usage shall not exceed the L/C Sublimit, and (z) the expiry date of the proposed Letter of Credit is no later than thirty (30) days prior to the Maturity Date (the “Letter of Credit Expiration Date”). Each request by the Borrower Borrowers for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension issuance or amendment so requested complies with the conditions set forth in the proviso to the preceding sentencesentence and with the succeeding clauses “ii” and “iii”. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C 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 Parent Borrower or any Subsidiary Guarantor orof its Subsidiaries, subject to Section 7.7 and to as specified by the extent not Borrower in respect requesting such Letter of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureCredit, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection clause (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor its Subsidiaries and any drawings thereunder; provided that (1) the Borrower and its Subsidiaries shall not have Letters of Credit denominated in one or more Alternative Currencies issued by more than three (3) L/C Issuers at any given time and (2) after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (yx) the Aggregate Revolving Credit Exposure of any Lender shall not exceed such LenderXxxxxx’s Revolving Commitment, and (zy) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C SublimitObligations of any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.52.04, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Parent or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Venture, Borrower and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (yx) the Aggregate Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and (zy) the aggregate amount Outstanding Amount of all L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the Outstanding Amount of the L/C SublimitObligations with respect to Letters of Credit issued by such L/C Issuer shall not exceed such L/C Issuer’s L/C Issuer Commitment (unless such L/C Issuer consents to having the Outstanding Amounts of the L/C Obligations with respect to Letters of Credit issued by such L/C Issuer exceed such L/C Issuer’s L/C Issuer Commitment). Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Letters of Credit shall be standby letters of credit issued to support the payment or performance obligations of the Borrower or its Restricted Subsidiaries.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.5Section, (A1) from time to time on any Business Day during the period from the Closing Date until thirty (30) days prior to the L/C Expiration Maturity Date, to issue Letters of Credit in Dollars for the account of the Parent Borrower (or any Subsidiary Guarantor or, subject to Section 7.7 and to at the extent not request of the Borrower as specified in respect the applicable Letter of any Indebtedness of a Restricted Joint VentureCredit Application, any Restricted Joint Ventureother Loan Party), and to amend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor other Loan Party, as applicable, and any drawings thereunderthereunder in an amount up to their respective Applicable Percentage of such Letter of Credit; provided that that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Commitmentslesser of the Facility and the Borrowing Base, (y) the Aggregate Revolving Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Each Existing Letter of Credit is deemed to be a Letter of Credit issued hereunder for all purposes of this Agreement and the other Loan Documents.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C 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 Parent Company or any Subsidiary Guarantor orof its Subsidiaries (including, subject to Section 7.7 and to without limitation, the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureForeign Borrower), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or any Subsidiary Guarantor its Subsidiaries (including, without limitation, the Foreign 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving CommitmentsCredit Facility, (x) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Aggregate Exposure Outstanding Amount of any Lender shall not exceed such Lender’s Revolving Commitment, and (z) the aggregate amount of all L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C SublimitObligations in respect of Letters of Credit issued by an L/C Issuer shall not exceed such L/C Issuer’s Letter of Credit Commitment. Each request by the Borrower Company or, as applicable, by the Foreign Borrower, for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Company and the Foreign Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company or, as applicable, the Foreign Borrower, may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer severally agrees, in reliance upon the agreements of the US Lenders set forth in this Section 2.52.04, (A1) from time to time on any Business Day during the period from the Closing Third Restatement Date until the L/C 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 Parent US Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the US Lenders severally agree to participate in Letters of Credit issued for the account of the US Borrower or any Subsidiary Guarantor 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 US Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (y) the Aggregate Exposure aggregate Outstanding Amount of the Committed Loans of any Lender US Lender, plus such US Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such US Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such US Lender’s Revolving Commitment, and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided, further, that, after giving effect to all L/C SublimitCredit Extensions, the aggregate Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment. Each request by the US Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the US 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 US Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the US Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Third Restatement Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving CommitmentsBorrowing Base, (yx) the Aggregate Exposure aggregate Outstanding Amount of the Revolving Credit Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate amount of all outstanding Letters of Credit issued by any L/C Obligations Issuer shall not exceed such L/C Issuer’s L/C Issuer Sublimit, except with respect to the Existing Letters of Credit which shall be reallocated upon renewal or extension pro rata among the respective L/C Issuers in accordance with the definition of “L/C Issuer Sublimit” in Section 1.01 hereof so as to comply, to the extent reasonably practicable, with this Section 2.03(a)(i); provided, further, that upon each request of the Borrower after the Closing Date for the issuance of a new Letter of Credit or for the amendment or extension of any Letter of Credit first issued after the Closing Date (specifically excluding any renewal or extension of any Existing Letter of Credit) (any such new Letter of Credit or amendment or extension of a post-Closing Date Letter of Credit, a “New Letter of Credit”), such New Letter of Credit shall be allocated to one or more of the L/C Issuers, to the extent reasonably practicable, to maintain the allocation of the New Letters of Credit, taken as a whole, among the L/C Issuers in accordance with the definition of “L/C Issuer Sublimit” in Section 1.01 hereof. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Parent Company or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (B2) to honor drawings under the Letters of CreditCredit issued by it; and (iiB) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving CommitmentsCredit Facility, (yx) the Aggregate Exposure aggregate Outstanding Amount of the Revolving Credit Loans of any Lender 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 Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (zy) 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 (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 L/C Obligations shall not exceed the Letter of Credit Sublimit) and (II) the aggregate amount of such L/C Issuer’s unused Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.04, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or Letter of Credit and Swing Line Offshore Currencies for the account of the Parent Company, any Designated Borrower or any of Subsidiary Guarantor or, subject to Section 7.7 and to of the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureCompany, and to amend or renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of CreditCredit issued by it; and (iiB) the Lenders severally agree to risk participate in Letters of Credit issued for the account of the Company, any Designated Borrower or any Subsidiary Guarantor and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xv) the Total Revolving [Access MLP Operating Credit Agreement] Extensions aggregate Outstanding Amount of Credit then all Committed Loans and Swing Line Loans and L/C Obligations issued or outstanding in Offshore Currencies shall not exceed the Offshore Currency Committed Loan, Swing Line Loan and Letter of Credit Sublimit at any time, (w) the Total Revolving Outstandings shall not exceed the Aggregate Commitments, (yx) the Aggregate Exposure aggregate Outstanding Amount of the Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans, shall not exceed such Lender’s Revolving Commitment, and (zy) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) with respect to any L/C Sublimit. Each request by Issuer, the Borrower for the issuance or amendment amount of a L/C Obligations arising in connection with such L/C Issuer’s Letters of Credit shall not exceed its Letter of Credit shall be deemed Commitment. The Company may, at any time and from time to be a representation by time, reduce the Borrower that the Letter of Credit Commitment of any L/C Issuer as set forth in the definition of Letter of Credit Extension so requested complies with Commitment; provided that the Company shall not reduce the Letter of Credit Commitment of any L/C Issuer if, after giving effect of such reduction, the conditions set forth in the proviso to the preceding sentenceclauses (v) through (z) above shall not be satisfied. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Company agrees to promptly notify the Administrative Agent of the designation of any Lender as an L/C Issuer. From and after the Closing Date, all Existing Letters of Credit shall be deemed to have been issued pursuant hereto and shall be subject to and governed by the terms and conditions hereof. The Company unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for the support of any Subsidiary’s obligations as provided in the first sentence of this paragraph, the Company will be fully responsible for the reimbursement of L/C Obligations in accordance with the terms hereof, the payment of interest thereon and the payment of fees due under this Section 2.04 to the same extent as if it were the sole account party in respect of such Letter of Credit (the Company 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).

The Letter of Credit Commitment. (a) Subject to the terms and conditions set forth herein, (i) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.5Article 3, (A) from time to time on any Business Day during the period from the Closing Date until the L/C Expiration Maturity Date, to issue Letters of Credit for the account of the Parent or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 3.2, and (B) to honor drawings under the Letters of Credit; Credit and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding shall not Outstandings would exceed the Total Revolving Commitments, aggregate Commitments or (y) the Aggregate Exposure aggregate Outstanding Amount of the portion of the Loan made by any Lender shall not exceed Lender, plus such Lender’s Revolving Commitment, and (z) Commitment Percentage of the aggregate amount Outstanding Amount of all L/C Obligations shall not would exceed the L/C Sublimitamount of such Lender’s Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolvingrevolving and, and accordingly accordingly, the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and, from and after the Closing Date, shall be subject to and governed by the terms and conditions hereof; without limiting the foregoing, each Lender shall be deemed to have purchased from the L/C Issuer a risk participation in each Existing Letter of Credit on the Closing Date pursuant to Section 3.2(b).

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C 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 Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureSubsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor and any drawings thereunder; provided that after giving effect to CHAR1\1323615v9 any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Aggregate Revolving Commitments, (y) the Aggregate Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, Commitment and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C 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 Parent or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Venturean L/C Party, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor 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, (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving CommitmentsCredit Facility, (y) the Aggregate Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, and (z) the aggregate amount Outstanding Amount of L/the L/ C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower an L/C Party for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower such L/C Party 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 Borrowereach L/C Party’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower each L/C Party may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C 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 Parent Company or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VentureDesignated Borrowers, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Commitments, Facility and (y) the Aggregate Revolving Exposure of any Revolving Lender shall not exceed such Revolving Lender’s Revolving Commitment, and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection clause (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xu) the Total Revolving [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Aggregate Revolving Commitments, (yv) the Aggregate Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, and (zw) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, (x) the Outstanding Amount of L/C SublimitObligations of Bank of America, in its capacity as an L/C Issuer, shall not exceed the L/C Commitment of Bank of America without the approval of Bank of America, (y) the Outstanding Amount of L/C Obligations of Xxxxx Fargo, in its capacity as an L/C Issuer, shall not exceed the L/C Commitment of Xxxxx Fargo without the approval of Xxxxx Fargo and (z) the Outstanding Amount of L/C Obligations of SunTrust, in its capacity as an L/C Issuer, shall not exceed the L/C Commitment of SunTrust without the approval of SunTrust; provided, further, that SunTrust shall not be obligated to issue commercial Letters of Credit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C 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 Parent or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint VenturePermitted L/C Party, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving CommitmentsCredit Facility, (yw) the Aggregate Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (x) the Outstanding Amount of the L/C Obligations in Alternative Currencies shall not exceed the Alternative Currency Sublimit, (y) the aggregate Outstanding Amount of all Financial Letters of Credit and commercial letters of credit at any time shall not exceed (i) other than during the Relief Period, $150,000,000 and (ii) during the Relief Period, $30,000,000 and (z) the aggregate amount Outstanding Amount of L/C Obligations of any L/C Issuer shall not exceed the L/C SublimitIssuer Sublimit of such L/C Issuer. Each request by the 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 Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period from the Closing Date through the L/C Expiration Datelisted in subclause (A)(1) of this Section, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. For the avoidance of doubt, all Letters of Credit outstanding under the Existing Credit Agreement as of the Closing Date for the account of a Permitted L/C Party shall in each case be deemed to have been Letters of Credit issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender Bank agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.04 and within the limits of its Issuing Commitment, (A1) from time to time on any Business Day during the period from the Closing Restatement Date until the L/C Letter of Credit Expiration Date, to issue Letters of Credit denominated in 91 Dollars, any Alternative Currency 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 (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 Currency”) for the account of the Parent or any Subsidiary Guarantor or, subject to Section 7.7 Borrower and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Parent Borrower or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving CommitmentsLoan Cap, (y2) the Aggregate Exposure aggregate Outstanding Amount of the Revolving Credit Advances of any Lender Lender, plus such Lender’s Commitment Percentage of the Outstanding Amount of all Swing Line Advances, plus such Lender’s Commitment Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Credit Commitment, (3) the L/C Obligations in respect of Letters of Credit issued in Alternative Currencies shall not exceed the Alternative Currency Sublimit, (4) the aggregate Outstanding Amount of all Revolving Credit Advances made to the Canadian Borrowers shall not exceed the Canadian Sublimit, and (z5) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Borrowers to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the period from the Closing Date through the L/C Expiration Dateforegoing 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 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. (a) (i) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.52.03, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, Date to issue Letters of Credit at sight denominated in any Approved Currency for the account of the Parent Borrower or any Restricted Subsidiary Guarantor or, subject to Section 7.7 and to of the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Venture, Borrower and to amend or renew Letters of Credit previously issued by it, in accordance with subsection Section 2.03(b), and (b2) below, to honor drafts under the Letters of Credit and (B) to honor drawings under the Letters of Credit; and (ii) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor and any drawings thereunderpursuant to this Section 2.03; provided that after giving effect that, subject to clause (p) below, no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Revolving [Access MLP Operating Credit Agreement] Extensions Exposure of any Revolving Credit then outstanding shall not Lender would exceed the Total such Xxxxxx’s Revolving CommitmentsCredit Commitment, (y) the Aggregate Exposure Outstanding Amount of any Lender shall not the L/C Obligations would exceed such Lender’s Revolving Commitment, and the Letter of Credit Sublimit or (z) the aggregate amount Letter of Credit Percentage of any L/C Obligations Issuer would exceed the Letter of Credit Percentage for such L/C Issuer; provided further that (i) the Euros Outstanding shall not exceed the L/C Euro Sublimit. Each request by , (ii) the Borrower for Sterling Outstanding shall not exceed the issuance or amendment of a Letter of Credit Sterling Sublimit and (iii) the Yen Outstanding shall be deemed to be a representation by not exceed the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceYen Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.. (ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if: any order, judgment or decree of any Governmental Authority(A) or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed - 87- loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); subject to Section 2.03(b)(iii) and Section 2.03(a)(ii)(C), the(B) expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the L/C Issuer thereof has approved of such expiration date and the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or backstopped pursuant to arrangements reasonably satisfactory to such L/C Issuer; the expiry date of such requested Letter of Credit would occur(C) after the Letter of Credit Expiration Date, unless all the applicable Revolving Credit Lenders have approved such expiry date; the issuance of such Letter of Credit would violate any Laws(D) binding upon such L/C Issuer; the L/C Issuer does not as of the issuance date of the requested(E) Letter of Credit issue Letters of Credit in the requested currency; or any Revolving Credit Lender is at that time a Defaulting(F) Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and any Letter of Credit Issuance Request (and any other document, agreement or instrument entered into by such L/C Issuer and the Borrower or in favor of such L/C Issuer) pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer. - 88-

The Letter of Credit Commitment. (ai) Subject to the terms and conditions set forth herein, (iA) each Issuing Lender the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.52.04, (A1) from time to time on any Business Day during the period from the Closing Date until the L/C Letter of Credit Issuance Expiration Date, to issue Letters of Credit denominated in Dollars or in any Alternative Currency for the account of the Parent Borrower or any Subsidiary Guarantor or, subject to Section 7.7 and to the extent not in respect of any Indebtedness of a Restricted Joint Venture, any Restricted Joint Ventureits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (B2) to honor drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary Guarantor 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 [Access MLP Operating Credit Agreement] Extensions of Credit then outstanding Outstandings shall not exceed the Total Revolving Aggregate Commitments, (y) the Aggregate Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving 's Commitment, and (z) the aggregate amount Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period from the Closing Date through the L/C Expiration Dateforegoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Lenders hereby each consent to the terms of the Existing Letters of Credit, as set forth on Schedule 1.01 hereof and 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.