Common use of The Letter of Credit Subfacility Clause in Contracts

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Borrowers, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of the Borrowers; provided, that the Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitments, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein herein: (i) the Issuing Bank Lender agrees, (A) from time to time on any Business Day during the period from the Closing Restatement Date to the Revolving Termination Date to issue Letters of Credit for the account of the BorrowersCompany, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), and (B) to honor drafts under drawings which comply with the terms of the Letters of CreditCredit Issued by it; and (ii) the Banks Revolving Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany; provided, provided that the Issuing Bank Lender shall not be obligated to Issue, and no Bank Revolving Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the sum of the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid plus the Effective Amount of all Swingline Loans exceeds the combined Commitmentslesser of (x) the aggregate amount of all Revolving Commitments and (y) the Borrowing Base, (2) the Effective Amount of all L/C Obligations exceeds the amount of the L/C Commitment or (3) with respect to any particular Revolving Lender, the sum of the participation of any Bank such Revolving Lender in the Effective Amount of all L/C Obligations plus the Effective Amount outstanding principal amount of the Revolving Loans and Term Loans of such Bank exceeds Revolving Lender shall exceed such BankRevolving Lender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Revolving Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agreesIssuer agrees (and each Revolving Lender acknowledges that such agreement is made in reliance upon the agreements of the Revolving Lenders set forth in this Article III), (A) from time to time on any Business Day Day, during the period from the Closing Effective Date to the day which is five days prior to the Revolving Termination Date Date, to issue Issue Letters of Credit for the account of the BorrowersBorrower (or jointly for the account of the Borrower and any of its Subsidiaries) in an aggregate Outstanding Amount at any one time that, together with the aggregate Outstanding Amount of all other outstanding Letters of Credit issued pursuant hereto (including the Existing Letters of Credit), does not exceed the L/C Commitment, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections Sections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Revolving Lenders severally agree to participate in Letters of Credit Issued for (including the account Existing Letters of the BorrowersCredit); provided, provided that the Issuing Bank no Issuer shall not be obligated to Issue, and no Bank Revolving Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) (1) the Effective Outstanding Amount of all L/C Obligations, plus the Outstanding Amount of all Revolving Loans and Swing Line Loans exceeds the Aggregate Revolving Commitment or (2) the participation of any Revolving Lender in the Outstanding Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitments, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount principal amount of the Revolving Loans and Term Loans of such Bank Revolving Lender and such Revolving Lender’s Revolving Percentage of the Outstanding Amount of Swing Line Loans exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Lender’s Revolving Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Borrower’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. Each of the Existing Letters of Credit shall be deemed to be Letters of Credit Issued hereunder on the Effective Date.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein herein, (i) the Issuing Bank L/C Lender agrees, (A) from time to time on any Business Day during the period from the Original Closing Date to the Revolving Termination Date to issue Letters of Credit (including irrevocable standby letters of credit) for the account of any Revolving Borrower (or, if a Letter of Credit is for the account of a Subsidiary, jointly for the account of the Borrowersapplicable Revolving Borrower and such Subsidiary), or, if such L/C Lender is a Swing Line Lender, for the account of the Subsidiary Swing Line Borrower to whom it makes Swing Line Loans, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), and (B) to honor properly drawn drafts under the Letters of Credit; and (ii) the Banks Revolving Facility Lenders severally agree to participate in Letters of Credit Issued for the accounts of the Revolving Borrowers (including any Letter of Credit issued jointly for the account of a Revolving Borrower and any Subsidiary) or the Subsidiary Swing Line Borrowers; provided, however, that the Issuing Bank L/C Lender shall not be obligated to Issue, and no Bank Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (I) with respect to any Issuance for the account of any Revolving Borrower (or jointly for the account of a Revolving Borrower and a Subsidiary), (1) the Effective Amount of all L/C Obligations (other than Subsidiary L/C Obligations, except those of the UK Swing Line Borrowers), plus (without duplication) the Effective Amount outstanding principal Dollar Equivalent amount of all Revolving Loans, Term Loans and Bid Swing Line Loans (including the Assumed Swing Line Loan Amount) exceeds the combined CommitmentsRevolving Facility Commitments of all Revolving Facility Lenders, (2) the participation of any Bank such Revolving Facility Lender in the Effective Amount of all L/C Obligations (other than Subsidiary L/C Obligations, except those of the UK Swing Line Borrowers), plus (without duplication) the Effective Amount outstanding principal Dollar Equivalent amount of the Revolving Loans and Term Loans of such Bank Revolving Facility Lender, plus such Revolving Facility Lender's Pro Rata Share of the Dollar Equivalent amount of all outstanding Swing Line Loans (including the Assumed Swing Line Loan Amount) exceeds such BankRevolving Facility Lender's Revolving Facility Commitment, or (3) the Effective Amount of all L/C Obligations (other than Subsidiary L/C Obligations except those of the UK Swing Line Borrower) exceeds the L/C Commitment, (II) with respect to any Letter of Credit Issued for the account of UK Borrower (or jointly for the account of UK Borrower and any of its Subsidiaries), the Effective Amount of all L/C Obligations of Letters of Credit Issued for the account of UK Borrower (unless Issued jointly for the account of UK Borrower and a Borrower), plus (without duplication) the outstanding principal Dollar Equivalent amount of all Revolving Loans of UK Borrower exceeds 20.0 million Pounds Sterling or (III) with respect to any Issuance for the account of any Subsidiary Swing Line Borrower (unless such Issuance is jointly for the account of such Subsidiary Swing Line Borrower and a Borrower), the Subsidiary L/C Effective Amount of all Subsidiary L/C Obligations of such Subsidiary Swing Line Borrower, plus the Subsidiary Currency Amount of all Swing Line Loans then outstanding of such Subsidiary Swing Line Borrower exceeds the Subsidiary Swing Line Borrower Sublimit of such Subsidiary Swing Line Borrower. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, (A) The Company may request from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to that one of the Issuing Lenders issue Letters of Credit for the account of the BorrowersCompany. Subject to the terms and conditions set forth herein, (i) each Issuing Lender agrees, subject to the terms and conditions set forth herein and in that certain letter dated July 8, 1999 addressed to Bank of America and signed by BNP to (A) issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by itsuch Issuing Lender, in accordance with subsections subsection 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany; provided, that the no Issuing Bank Lender shall not be obligated to Issue, and no Bank Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Swing Line Loans plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Revolving Loan Commitments, (2) the participation of any Bank Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank Lender exceeds such BankLender's Revolving Loan Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment, or (4) the Effective Amount of L/C Obligations with respect to all Standby Letters of Credit (I) on or prior to December 31, 1999 exceeds (or would on or prior to December 31, 1999 exceed) $30,000,000 or (II) after December 31, 1999 exceeds (or would after December 31, 1999 exceed) $5,000,000. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein herein: (i) the Issuing Bank Lender agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the BorrowersCompany, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), and (B) to honor drafts under drawings which comply with the terms of the Letters of CreditCredit issued by it; and (ii) the Banks Revolving Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany; provided, provided that the Issuing Bank Lender shall not be obligated to Issue, and no Bank Revolving Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the sum of the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid plus the Effective Amount of all Swingline Loans exceeds the combined Commitmentslesser of (x) the aggregate amount of all Revolving Commitments and (y) the Borrowing Base, (2) the Effective Amount of all L/C Obligations exceeds the amount of the L/C Commitment or (3) with respect to any particular Revolving Lender, the sum of the participation of any Bank such Revolving Lender in the Effective Amount of all L/C Obligations plus the Effective Amount outstanding principal amount of the Revolving Loans and Term Loans of such Bank exceeds Revolving Lender shall exceed such BankRevolving Lender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Revolving Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank each Issuer agrees, (A) from time to time on any Business Day Day, during the period from the Closing Effective Date to the Revolving day which is five days prior to the Termination Date Date, to issue Letters of Credit for the account of the Borrowers, Company and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of CreditCredit issued by it; and (ii) the Banks Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany; provided, provided that the Issuing Bank no Issuer shall not be obligated to Issue, and no Bank Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) (1x) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid of all Swing Line Loans exceeds the combined CommitmentsAggregate Commitment, (2y) the participation of any Bank Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank Lender and such Lender’s Pro Rata Share of any outstanding Swing Line Loans exceeds such Bank's Commitment, Lender’s Commitment or (3z) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank L/C Issuer agrees, (A) from time to time on any Business Day Day, during the period from the Closing Date to the Revolving Termination Date day which is five (5) days prior to the Maturity Date, to issue Letters of Credit for the account of a Borrower in an aggregate Stated Amount at any one time that, together with the Borrowersaggregate Stated Amount of all other outstanding Letters of Credit issued pursuant hereto, does not exceed the L/C Commitment, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections Subsections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersBorrower; provided, that the Issuing Bank L/C Issuer shall not be obligated to Issue, and no Bank Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined CommitmentsAggregate Commitment, (2) the participation of any Bank Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank Lender exceeds such Bank's Lender’s Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' ’ ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and subject to the conditions set forth herein (i) the Issuing Bank agrees, in reliance upon the agreements of the other Banks set forth in this Article III, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving L/C Termination Date to issue Letters of Credit for the account of the BorrowersBorrower, and to amend or renew renew, extend the expiration of or increase the amount of Letters of Credit previously issued by it, in accordance with subsections 3.02(cSections 3.2(c) and 3.02(d3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of the BorrowersBorrower; provided, that the Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) (1x) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid plus the Effective Amount of all Swing Line Loans exceeds the combined Commitments, amount of the Revolving Commitment or (2y) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment$100,000,000. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Borrower’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. The Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) each Issuing Lender agrees, in reliance upon the Issuing Bank agreesagreements of the Revolving Loan Lenders set forth in this Article III, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Credit Facility Termination Date to issue Letters of Credit for the account of the BorrowersBorrower, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c) and 3.02(d), and (B) to honor properly drawn drafts under the Letters of CreditCredit issued by it; and (ii) the Banks Revolving Loan Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersBorrower; provided, provided that the no Issuing Bank Lender shall not be obligated to Issue, and no Bank Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) (1) the Total Revolving Loan Outstandings exceed the Aggregate Revolving Loan Commitment, (2) the Effective Amount of all L/C Obligations plus would exceed the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitments, L/C Commitment or (23) the participation of any Bank Lender in the Effective Amount of all L/C Obligations plus the Effective Amount outstanding principal amount of the Revolving Loans and Term Loans of such Bank exceeds Lender would exceed such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Lender’s Revolving Loan Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Borrower’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On Subject to the terms and conditions set forth herein herein, (i) the Issuing Bank Lender agrees, in reliance upon the agreements of the other Lenders set forth in ARTICLE IV, (A) from time to time time, on any Business Day during the period from the Closing Date to the Revolving Termination Date Date, to issue Letters of Credit for the account of the BorrowersBorrower (or the joint account of the Borrower and a Subsidiary) in an aggregate Effective Amount not to exceed the L/C Commitment, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(cSUBSECTIONS 4.2(c) and 3.02(d(d), and (B) to honor honour properly drawn drafts under the Letters of CreditCredit issued by it; and (ii) the Banks Lenders severally agree to participate in Letters of Credit Issued for the account of Borrower (or the Borrowersjoint account of the Borrower and a Subsidiary); provided, PROVIDED that the Issuing Bank Lender shall not be obligated to IssueIssue Letters of Credit for the account of Borrower, and no Bank Lender shall be obligated to participate in, in any such Letter of Credit Credit, if as of the date of Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") (1) the Total Outstandings exceed the amount of the combined Commitments (as it may be increased pursuant to SECTION 2.1.1 or reduced pursuant to SECTION 2.1.6 OR 2.8); (2) Outstandings of such Lender exceed such Lender's Commitment (as it may be increased pursuant to SECTION 2.1.1 or reduced pursuant to SECTION 2.1.6 or 2.8); (3) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitments, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations Borrower exceeds the L/C Commitment; or (4) the Aggregate Borrowings (US Dollar Equivalent) exceeds the Aggregate Borrowing Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Borrower's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Borrowersan L/C Borrower, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(cSections 3.2(c) and 3.02(d3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of the Borrowersan L/C Borrower; providedPROVIDED, that the Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated to participate in, any Letter of Credit if as of the date of and after giving effect to the Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") (1) the Effective Amount of all Revolving Loans, L/C Obligations plus the Effective Amount of all Revolving LoansObligations, Term Swingline Loans and Bid Loans together exceeds (or would exceed) the combined CommitmentsAggregate Revolving Commitment, or (2) the participation of any such Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank exceeds plus such Bank's Commitment, or (3) Pro Rata Share of the Effective Amount of L/C Obligations all Swingline Loans exceeds the L/C (or would exceed) such Bank's Revolving Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Borrower's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein herein, (i) the Issuing Bank L/C Lender agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit (including irrevocable standby letters of credit) for the account of either Borrower (or, if a Letter of Credit is for the account of a Subsidiary, jointly for the account of the Borrowersapplicable Borrower and such Subsidiary), and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), and (B) to honor properly drawn drafts under the Letters of Credit; and (ii) the Banks Revolving Facility Lenders severally agree to participate in Letters of Credit Issued for the accounts of the Borrowers (including any Letter of Credit issued jointly for the account of the Borrowersa Borrower and any Subsidiary); provided, however, that the Issuing Bank L/C Lender shall not be obligated to Issue, and no Bank Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations Obligations, plus (without duplication) the Effective Amount outstanding principal Dollar Equivalent amount of all Revolving Loans, Term Loans and Bid Swing Line Loans exceeds the combined CommitmentsRevolving Facility Commitments of all Revolving Facility Lenders, (2) the participation of any Bank such Revolving Facility Lender in the Effective Amount of all L/C Obligations Obligations, plus (without duplication) the Effective Amount outstanding principal Dollar Equivalent amount of the Revolving Loans and Term Loans of such Bank Revolving Facility Lender, plus such Revolving Facility Lender's Pro Rata Share of the Dollar Equivalent amount of all outstanding Swing Line Loans exceeds such BankRevolving Facility Lender's Revolving Facility Commitment, or (3) the Effective Amount of all L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, each Issuer agrees (A) from time to time on any Business Day Day, during the period from the Closing Effective Date to the day which is five days prior to the Revolving Termination Date Date, to issue Letters of Credit for the account of the BorrowersCompany (or jointly for the account of the Company and any Subsidiary) in an aggregate Stated Amount in Dollars or any Alternate Currency at any one time that, the Dollar Equivalent of which, together with the aggregate Dollar Equivalent of the Stated Amount of all other outstanding Letters of Credit issued pursuant hereto (including the existing Letters of Credit listed on Schedules 1.01(b) and 1.01(c)), does not exceed the L/C Commitment, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Revolving Lenders severally agree to participate in Letters of Credit Issued for (including the account existing Letters of the BorrowersCredit listed on Schedules 1.01(b) and 1.01(c)); provided, provided that the Issuing Bank no Issuer shall not be obligated to Issue, and no Bank Revolving Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) (1) the Effective Amount amount of all L/C Obligations, plus the Dollar Equivalent principal amount of all Revolving Loans and Swing Line Loans plus the aggregate amount of all Fronted Offshore Currency Commitments exceeds the Aggregate Revolving Commitment or (2) the participation of any Revolving Lender in the amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitments, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount Dollar Equivalent principal amount of the Revolving Loans and Term Loans of such Bank Revolving Lender and such Revolving Lender’s Revolving Percentage of any outstanding Swing Line Loans and Fronted Offshore Currency Commitments exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Lender’s Revolving Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank Issuer agrees, (A) from time to time on any Business Day Day, during the period from the Closing Date to the day which is five days prior to the Revolving Loan Termination Date Date, to issue Letters of Credit for the account of the BorrowersCompany in an aggregate Stated Amount at any one time that, together with the aggregate Stated Amount of all other outstanding Letters of Credit issued pursuant hereto, does not exceed the L/C Commitment, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections SUBSECTIONS 3.02(c) and 3.02(d), and (Bb) to honor drafts under the Letters of Credit; and (ii) the Banks Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany; provided, that the Issuing Bank Issuer shall not be obligated to Issue, and no Bank Revolving Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid of all Swing Line Loans exceeds the combined Commitmentslesser of (i) Aggregate Revolving Loan Commitment and (ii) the Borrowing Base at such time, (2) the participation of any Bank Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank Lender and such Revolving Lender's Pro Rata Revolving Share of any outstanding Swing Line Loans exceeds such BankLender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein herein, (i) the Issuing Bank L/C Lender agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit (including irrevocable standby letters of credit) for the account of either Borrower (or, if a Letter of Credit is for the account of a Subsidiary, jointly for the account of the Borrowersapplicable Borrower and such Subsidiary), and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), and (B) to honor properly drawn drafts under the Letters of Credit; and (ii) the Banks Revolving Facility Lenders severally agree to participate in Letters of Credit Issued for the accounts of the Borrowers (including any Letter of Credit issued jointly for the account of the Borrowersa Borrower and any Subsidiary); provided, however, that the Issuing Bank L/C Lender shall not be obligated to Issue, and no Bank Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations Obligations, plus (without duplication) the Effective Amount outstanding principal Dollar Equivalent amount of all Revolving Loans, Term Loans and Bid Swing Line Loans exceeds the combined CommitmentsRevolving Facility Commitments of all Revolving Facility Lenders, (2) the participation of any Bank such Revolving Facility Lender in the Effective Amount of all L/C Obligations Obligations, plus (without duplication) the Effective Amount outstanding principal Dollar Equivalent amount of the Revolving Loans and Term Loans of such Bank Revolving Facility Lender, plus such Revolving Facility Lender's Pro Rata Share of the Dollar Equivalent amount of all outstanding Swing Line Loans exceeds such BankRevolving Facility Lender's Revolving Facility Commitment, or (3) the Effective Amount of all L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. For purposes of this Article III, there shall at all times be deemed to be outstanding Swing Line Loans in an amount equal to the Assumed Swing Line Loan Amount.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, each Issuer agrees (A) from time to time on any Business Day Day, during the period from the Closing Effective Date to the day which is five days prior to the Revolving Termination Date Date, to issue Letters of Credit for the account of the BorrowersCompany (or jointly for the account of the Company and any Subsidiary) in an aggregate Stated Amount in Dollars or any Alternative Currency at any one time that, the Dollar Equivalent of which, together with the aggregate Dollar Equivalent of the Stated Amount of all other outstanding Letters of Credit issued pursuant hereto (including the Existing Letters of Credit), does not exceed the L/C Commitment, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections Sections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Revolving Lenders severally agree to participate in Letters of Credit Issued for (including the account Existing Letters of the BorrowersCredit); provided, provided that the Issuing Bank no Issuer shall not be obligated to Issue, and no Bank Revolving Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) (1) the Effective Amount amount of all L/C Obligations, plus the Dollar Equivalent principal amount of all Revolving Loans and Swing Line Loans plus the Dollar Equivalent principal amount of all outstanding Fronted Offshore Currency Loans exceeds the Aggregate Revolving Commitment or (2) the participation of any Revolving Lender in the amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitments, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount Dollar Equivalent principal amount of the Revolving Loans and Term Loans of such Bank Revolving Lender and such Revolving Lender’s Revolving Percentage of any outstanding Swing Line Loans and Fronted Offshore Currency Loans exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Lender’s Revolving Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Agreement and from and after the Effective Date shall be governed by the terms and conditions hereof.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein herein, including, but not limited to, the conditions set forth in SECTION 5.2, (i) the each Issuing Bank agrees, (A) from time to time on any Business Day during the period from the Closing Agreement Date to the Revolving Termination Maturity Date to issue Letters of Credit for the account of the Borrowers, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(cSUBSECTIONS 3.2(C) and 3.02(d3.2(D), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Lenders severally agree to participate in Letters of Credit Issued for the account of the Borrowers; providedPROVIDED, that the Issuing Bank Banks shall not be obligated to Issue, and no Bank shall be obligated to participate in, Issue any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") and after giving effect to the issuance of such Letters of Credit (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined CommitmentsCommitment, (2) the participation of any Bank Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank Lender exceeds such BankLender's Revolving Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment, (4) the Effective Amount of all Letters of Credit Issued, and all other L/C Obligations owing, in U.S. Dollars exceeds in the aggregate $1,000,000, or (5) the Effective Amount of all Letters of Credit Issued, and all other L/C Obligations owing, in Offshore Currency (each an "Offshore Currency L/C") exceeds in the aggregate $1,000,000. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein herein, (i) the Issuing Bank L/C Lender agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date Date, to issue Letters of Credit (including irrevocable standby letters of credit) for the account of any Borrower (or, if a Letter of Credit is for the account of a Subsidiary, jointly for the account of the Borrowers, applicable Borrower and such Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), and (B) to honor properly drawn drafts under the Letters of Credit; and (ii) the Banks Revolving Lenders severally agree to participate in Letters of Credit Issued for the accounts of the Borrowers (including any Letter of Credit issued jointly for the account of the Borrowersa Borrower and any Subsidiary); provided, however, that the Issuing Bank L/C Lender shall not be obligated to Issue, and no Bank Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") with respect to any Issuance for the account of any Borrower (or jointly for the account of a Borrower and a Subsidiary), (1) the Effective Amount of all L/C Obligations Obligations, plus (without duplication) the Effective Amount outstanding principal Dollar Equivalent amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined CommitmentsRevolving Commitments of all Revolving Lenders, (2) the participation of any Bank such Revolving Lender in the Effective Amount of all L/C Obligations Obligations, plus (without duplication) the Effective Amount outstanding principal Dollar Equivalent amount of the Revolving Loans and Term Loans of such Bank Revolving Lender, plus such Revolving Lender's Pro Rata Share of all outstanding Swing Line Loans exceeds such BankRevolving Lender's Revolving Commitment, or (3) the Effective Amount of all L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. Letters of Credit may be denominated in U.S. Dollars or Offshore Currencies.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) each Issuing Lender agrees, in reliance upon the Issuing Bank agreesagreements of the Lenders set forth in this Article III, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the BorrowersCompany, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), and (B) to honor properly drawn drafts under the Letters of CreditCredit issued by it; and (ii) the Banks Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany; provided, provided that the no Issuing Bank Lender shall not be obligated to Issue, and no Bank Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) (1) the Total Outstandings exceed the Aggregate Commitment, (2) the Effective Amount of all L/C Obligations plus would exceed the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitments, L/C Commitment or (23) the participation of any Bank Lender in the Effective Amount of all L/C Obligations plus the Effective Amount outstanding principal amount of the Revolving Loans and Term Loans of such Bank exceeds Lender would exceed such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Lender’s Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the each Issuing Bank Lender agrees, (A) from time to time on any Business Day during the period from the Closing Effective Date to the Revolving Termination Date to issue standby Letters of Credit for the account of the Borrowerseither Borrower, and to amend or renew standby Letters of Credit previously issued by it, in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), and (B) to honor properly drawn drafts under the Letters of CreditCredit issued by it; and (ii) the Banks Lenders severally agree to participate in standby Letters of Credit Issued for the account of the Borrowerseither Borrower; provided, provided that the no Issuing Bank Lender shall not be obligated to Issue, and no Bank Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Total Outstandings exceed the combined Commitments, (2) the Effective Amount of all L/C Obligations plus would exceed the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitments, L/C Commitment or (23) the participation of any Bank Lender in the Effective Amount of all L/C Obligations plus the Effective Amount participation of such Lender in the principal amount of all outstanding Swing Line Loans plus the outstanding principal amount of the Revolving Loans and Term Committed Loans of such Bank exceeds Lender would exceed such BankLender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' ability of the Borrower to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein herein, (i) the each Issuing Bank Lender agrees, (A) from time to time time, on any Business Day during the period from the Closing Effective Date to the Revolving date which is 30 days prior to the Termination Date to issue (x) irrevocable sight standby Letters of Credit (each such standby Letter of Credit, a "Standby Letter of Credit") for the account of the BorrowersBorrower and (y) irrevocable sight commercial Letters of Credit (each such commercial Letter of Credit, a "Trade Letter of Credit" and each such Trade Letter of Credit and each Standby Letter of Credit, a "Letter of Credit") for the account of the Borrower, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections Sections 3.02(c) and 3.02(d), and (B) to honor drafts under drafts, and honor other payment demands that strictly comply with, the Letters of Credit; and (ii) the Banks Lenders severally agree to participate in Letters of Credit Issued issued for the account of the BorrowersBorrower; provided, however, that the no Issuing Bank Lender shall not be obligated to Issue, and no Bank shall be obligated to participate in, issue any Letter of Credit if as of the date of Issuance of, and after giving effect to, the issuance of such Letter of Credit Credit, (the "Issuance Date") (1x) the Effective Amount aggregate amount of all L/C Letter of Credit Obligations (exclusive of unpaid drawings under any Letter of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) plus the Effective Amount aggregate principal amount of all Revolving Loans, Term Loans and Bid all Swingline Loans exceeds shall exceed the combined Commitments, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount lesser of the Aggregate Revolving Loans Commitment and Term Loans of such Bank exceeds such Bank's Commitmentthe Revolving Availability, or (3y) the Effective Amount Letter of L/C Credit Obligations exceeds (exclusive of unpaid drawings under any Letter of Credit which are repaid with the L/C Commitment. Within the foregoing limitsproceeds of, and subject to simultaneously with the other terms and conditions hereofincurrence of, the Borrowers' ability to obtain respective incurrence of Revolving Loans) shall exceed the lesser of the Letter of Credit Commitment and the Revolving Availability. All Letters of Credit shall be fully revolving, and, accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimburseddenominated in Dollars.

The Letter of Credit Subfacility. (a) On the terms and subject to the conditions set forth herein (i) the Issuing Bank L/C Issuer agrees, (A) from time to time on any Business Day during the period from the Closing Effective Date to the Revolving Termination Loan Maturity Date to issue Letters of Credit for the account of the BorrowersHoldings, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections Section 3.02(c) and Section 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Revolving Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersHoldings; provided, provided that the Issuing Bank L/C Issuer shall not be obligated to Issue, and no Bank Revolving Lender shall be obligated to participate in, any Letter of Credit if such Letter of Credit is not denominated in Dollars or if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) and after giving effect thereto (1x) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Swingline Loans exceeds shall exceed the combined Revolving Commitments, (2y) the participation of any Bank Revolving Lender in the Effective Amount of all L/C Obligations and in the Effective Amount of all Swingline Loans plus the Effective Amount of the Revolving Loans and Term Loans of such Bank exceeds Revolving Lender shall exceed such Bank's Revolving Lender’s Revolving Commitment, or (3z) the Effective Amount of L/C Obligations exceeds shall exceed the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Holdings ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Holdings may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein herein: (i) the Issuing Bank Lender agrees, (A) from time to time on any Business Day during the period from the Closing Restatement Date to the Revolving Termination Date to issue Letters of Credit for the account of the BorrowersCompany, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), and (B) to honor drafts under drawings which comply with the terms of the Letters of CreditCredit issued by it; and (ii) the Banks Revolving Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany; provided, provided that the Issuing Bank Lender shall not be obligated to Issue, and no Bank Revolving Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the sum of the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid plus the Effective Amount of all Swingline Loans exceeds the combined Commitmentslesser of (x) the aggregate amount of all Revolving Commitments and (y) the Borrowing Base, (2) the Effective Amount of all L/C Obligations exceeds the amount of the L/C Commitment or (3) with respect to any particular Revolving Lender, the sum of the participation of any Bank such Revolving Lender in the Effective Amount of all L/C Obligations plus the Effective Amount outstanding principal amount of the Revolving Loans and Term Loans of such Bank exceeds Revolving Lender shall exceed such BankRevolving Lender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Revolving Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and subject to the conditions set forth herein (i) the Issuing Bank L/C Issuer agrees, (A) from time to time on any Business Day during the period from the Closing Effective Date to the Revolving Termination Loan Maturity Date to issue Letters of Credit for the account of the BorrowersHoldings, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections Section 3.02(c) and Section 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Revolving Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersHoldings; provided, provided that the Issuing Bank L/C Issuer shall not be obligated to Issue, and no Bank Revolving Lender shall be obligated to participate in, any Letter of Credit if such Letter of Credit is not denominated in Dollars or if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) and after giving effect thereto (1x) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Swingline Loans exceeds shall exceed an amount equal to the lesser of (1) the combined CommitmentsRevolving Commitments and (2) the Borrowing Base, (2y) the participation of any Bank Revolving Lender in the Effective Amount of all L/C Obligations and in the Effective Amount of all Swingline Loans plus the Effective Amount of the Revolving Loans and Term Loans of such Bank exceeds Revolving Lender shall exceed such Bank's Revolving Lender’s Revolving Commitment, or (3z) the Effective Amount of L/C Obligations exceeds shall exceed the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Holdings ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Holdings may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein herein, (i) the each Issuing Bank Lender agrees, (A) from time to time time, on any Business Day during the period from the Closing Restatement Effective Date to the Revolving date which is 30 days prior to the Termination Date for Revolving Loans to issue (x) irrevocable sight standby Letters of Credit (each such standby Letter of Credit, a "Standby Letter of ----------------- Credit") for the account of the BorrowersBorrower and (y) irrevocable sight commercial ------ Letters of Credit (each such commercial Letter of Credit, a "Trade Letter of --------------- Credit" and each such Trade Letter of Credit and each Standby Letter of Credit, ------ a "Letter of Credit") for the account of the Borrower, and to amend or renew ---------------- Letters of Credit previously issued by it, in accordance with subsections Sections 3.02(c) ---------------- and 3.02(d), and (B) to honor drafts under drafts, and honor other payment demands that ------- strictly comply with, the Letters of Credit; and (ii) the Banks RL Lenders severally agree to participate in Letters of Credit Issued issued for the account of the BorrowersBorrower; provided, however, that the no Issuing Bank Lender shall not be obligated to Issue, and no Bank shall be obligated to participate in, issue any Letter of -------- ------- Credit if as of the date of Issuance of, and after giving effect to, the issuance of such Letter of Credit Credit, (the "Issuance Date") (1x) the Effective Amount aggregate amount of all L/C Letter of Credit Obligations (exclusive of unpaid drawings under any Letter of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) plus the Effective Amount aggregate principal amount of all Revolving Loans, Term Loans and Bid all Swingline Loans exceeds shall exceed the combined Commitments, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount lesser of the Aggregate Revolving Loans Commitment and Term Loans of such Bank exceeds such Bank's Commitmentthe Revolving Availability, or (3y) the Effective Amount Letter of L/C Credit Obligations exceeds (exclusive of unpaid drawings under any Letter of Credit which are repaid with the L/C Commitment. Within the foregoing limitsproceeds of, and subject to simultaneously with the other terms and conditions hereofincurrence of, the Borrowers' ability to obtain respective incurrence of Revolving Loans) shall exceed the lesser of the Letter of Credit Commitment and the Revolving Availability. All Letters of Credit shall be fully revolving, and, accordingly, denominated in Dollars. The Borrower and the Borrower may, during Lenders hereby acknowledge and agree that all letters of credit that were issued under the foregoing period, obtain Letters Original Credit Agreement and that remain outstanding on the Restatement Effective Date shall constitute a Letter of Credit to replace Letters of Credit under this Agreement and which have expired or which have been drawn upon and reimbursedshall be deemed issued on their original issuance date.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) each Issuing Lender agrees (subject to any limitation separately agreed upon between the applicable Borrower and such Issuing Bank agreesLender), (A) from time to time on any Business Day Day, during the period from the Closing Date to the Revolving date which is seven days prior to the scheduled Credit Termination Date Date, to issue Letters of Credit for the account of the Borrowerseither Borrower, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c) and 3.02(d), and (B) to honor drafts under the outstanding Letters of Credit; and (ii) the Banks Lenders severally agree to participate in Letters of Credit Issued for the account of the Borrowerseither Borrower; provided, provided that the no Issuing Bank Lender shall not be obligated to Issue, and no Bank Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) and after giving effect thereto: (1A) the Total Outstandings exceed the Aggregate Commitment Amount; (B) the participation of any Lender in the Effective Amount of all L/C Obligations and in all Swing Line Loans plus the outstanding principal amount of the Revolving Loans of such Lender would exceed such Lender’s Commitment; or (C) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitments, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds would exceed the L/C CommitmentSublimit. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' ’ ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, in reliance upon the agreements of the Lenders set forth in this Article III, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Issue Letters of Credit for the account of the BorrowersCompany or any Subsidiary of the Company, and to amend or renew Letters of Credit previously issued Issued by it, in accordance with subsections Sections 3.02(c) and 3.02(d(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany; provided, that the Issuing Bank shall not be obligated to Issue, and no Bank Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) (1) the Effective Amount of all L/C Obligations and Swing Line Loans plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitmentsaggregate Revolving Loan Commitment, (2) the participation of any Bank Lender in the Effective Amount of all L/C Obligations and Swing Line Loans plus the Effective Amount of the Revolving Loans and Term Loans of such Bank Lender exceeds such Bank's Commitment, Lender’s Revolving Loan Commitment or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank each Issuer agrees, (A) from time to time on any Business Day Day, during the period from the Closing Effective Date to the day which is five days prior to the Revolving Termination Date Date, to issue Letters of Credit for the account of the BorrowersCompany (or jointly for the account of the Company and any Subsidiary) in an aggregate Stated Amount in Dollars or any Alternate Currency at any one time that, the Dollar Equivalent of which, together with the aggregate Dollar Equivalent of the Stated Amount of all other outstanding Letters of Credit issued pursuant hereto, does not exceed the L/C Commitment, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Revolving Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersCredit; provided, provided that the Issuing Bank no Issuer shall not be obligated to Issue, and no Bank Revolving Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) (1) the Effective Amount amount of all L/C Obligations, plus the Dollar Equivalent principal amount of all Revolving Loans and Swing Line Loans plus the aggregate amount of all Fronted Offshore Currency Commitments exceeds the Aggregate Revolving Commitment or (2) the participation of any Revolving Lender in the amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitments, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount Dollar Equivalent principal amount of the Revolving Loans and Term Loans of such Bank Revolving Lender and such Revolving Lender’s Pro Rata Share of any outstanding Swing Line Loans and Fronted Offshore Currency Commitments exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Lender’s Revolving Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, in reliance upon the agreements of the Lenders set forth in this Article III, (A) from time to time on any Business Day during the period from the Closing Restatement Date to the Revolving Termination Letter of Credit Expiration Date to issue Issue Letters of Credit for the account of the BorrowersCompany, the Borrower or any Subsidiary of the Borrower, and to amend or renew Letters of Credit previously issued Issued by it, in accordance with subsections Sections 3.02(c) and 3.02(d(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany, the Borrower or any Subsidiary of the Borrower; provided, that the Issuing Bank shall not be obligated to Issue, and no Bank Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) (1) the Effective Amount of all L/C Obligations and Swing Line Loans plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitmentsaggregate Revolving Loan Commitment, (2) the participation of any Bank Lender in the Effective Amount of all L/C Obligations and Swing Line Loans plus the Effective Amount of the Revolving Loans and Term Loans of such Bank Lender exceeds such Bank's Commitment, Lender’s Revolving Loan Commitment or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Borrower’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the BorrowersHoldings, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of the BorrowersHoldings; provided, PROVIDED that the Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated to participate in, any Letter of Credit if such Letter of Credit is not denominated in Dollars or if as of the date of Issuance of such Letter of Credit and after giving effect thereto (the "Issuance DateISSUANCE DATE") (1) the Effective Amount of all L/C Obligations plus PLUS the Effective Amount of all Revolving Loans, Term Loans and Bid Swingline Loans exceeds shall exceed an amount equal to the lesser of (a) the combined CommitmentsRevolving Commitments and (b) the Borrowing Base, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus and in the Effective Amount of all Swingline Loans PLUS the Effective Amount of the Revolving Loans and Term Loans of such Bank exceeds shall exceed such Bank's Revolving Commitment, or (3) the Effective Amount of L/C Obligations exceeds shall exceed the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Holdings ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Holdings may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank Lender agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving day which is five days prior to the Termination Date to issue Letters of Credit denominated in Dollars or Canadian Dollars for the account of the BorrowersCompany, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections Sections 3.02(c) and 3.02(d(d), and (B) to honor conforming drafts under the Letters of Credit; and (ii) the Banks Revolving Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany; provided, that the Issuing Bank Lender shall not be obligated to Issue, and no Bank Revolving Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Available Commitments, (2) the participation of any Bank Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank Lender plus such Lender's Pro Rata Share of the Effective Amount of all outstanding Canadian Revolving Loans exceeds such BankLender's CommitmentAvailable Commitment or, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, (A) from time to time on any Business Day during the period from the Closing Effective Date to the Revolving Termination Date to issue Letters of Credit for the account of the BorrowersBorrowers and their Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(cSECTIONS 3.2(c) and 3.02(d3.2(d), and (Bb) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of the BorrowersBorrowers and their Subsidiaries; providedPROVIDED, that the Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") (1) the Effective Amount of all L/C Obligations plus the Effective Amount outstanding principal amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitments, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount outstanding principal amount of the Revolving Loans and Term Loans of such Bank plus the participation of such Bank in the outstanding principal amount of Swingline Loans exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein herein: (i) the Issuing Bank agrees, each Issuer agrees (A) from time to time on any Business Day Day, during the period from the Closing Effective Date to the day which is five days prior to the Revolving Termination Date Date, to issue Letters of Credit for the account of the BorrowersCompany, any Subsidiary or jointly for the account of the Company and any Subsidiary in an aggregate Stated Amount in Dollars or any Alternative Currency at any one time that, the Dollar Equivalent of which, together with the aggregate Dollar Equivalent of the Stated Amount of all other outstanding Letters of Credit issued pursuant hereto (including the Existing Letters of Credit), does not exceed the L/C Commitment, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections Sections 3.02(c) and Section 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Revolving Lenders severally agree to participate in Letters of Credit Issued for (including the account Existing Letters of the BorrowersCredit); provided, that the Issuing Bank that, no Issuer shall not be obligated to Issue, and no Bank Revolving Lender shall be obligated to participate in, any Letter of Credit if if, as of the date of Issuance of such Letter of Credit (the "“Issuance Date") ”), (1) the Effective Amount amount of all L/C Obligations, plus the Dollar Equivalent principal amount of all Revolving Loans and Swing Line Loans, exceeds the Aggregate Revolving Commitment, or (2) the participation of any Revolving Lender in the amount of all L/C Obligations plus the Effective Amount Dollar Equivalent principal amount of the Revolving Loans of such Revolving Lender and such Revolving Lender’s Revolving Percentage of any outstanding Swing Line Loans, exceeds such Lender’s Revolving Commitment; provided, further, that, unless otherwise agreed to by the applicable Issuer in its sole discretion, after giving effect to the Issuance of all Revolving LoansLetters of Credit, Term Loans and Bid Loans exceeds the combined Commitments, (2) the participation of any Bank in the Effective Amount aggregate outstanding amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of any Issuer shall not exceed such Bank exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Issuer’s Issuer Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company’s (and/or any Subsidiary’s) ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company (and/or any Subsidiary) may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Agreement and from and after the Effective Date shall be governed by the terms and conditions hereof.

The Letter of Credit Subfacility. (ai) On Subject to the terms and conditions set forth herein (i) the Issuing Bank agreesherein, (A) L/C Issuer agrees, in reliance upon the agreements of Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to until the Revolving Termination Date L/C Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the BorrowersBorrower or any of its Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with subsections 3.02(csubsection (b) and 3.02(d)below, and (B2) to honor drafts drawings under the Letters of Credit; and (iiB) the Banks Lenders severally agree to participate in Letters of Credit Issued issued for the account of the BorrowersBorrower or its Subsidiaries and any drawings thereunder; provided, provided that the Issuing Bank shall not be obligated after giving effect to Issue, and no Bank shall be obligated any L/C Credit Extension with respect to participate in, any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit if as Commitments, (y) the aggregate Outstanding Amount of the date Revolving Credit Loans of Issuance of any Lender, plus an amount equal to such Letter of Credit (Lender’s Applicable Percentage multiplied by the "Issuance Date") (1) the Effective Outstanding Amount of all L/C Obligations plus an amount equal to such Lender’s Applicable Percentage multiplied by the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loans, Term Loans Credit Commitment and Bid Loans exceeds the combined Commitments, (2z) the participation of any Bank in the Effective Outstanding Amount of all the L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds shall not exceed the L/C CommitmentSublimit. Each request by Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the requested L/C Credit Extension complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Borrower’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which that have expired or which that have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the BorrowersCompany, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany; provided, that the Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid plus the Effective Amount of all Swingline Loans exceeds the combined CommitmentsCommitments of the Banks, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank plus such Bank's Pro Rata Share of the Effective Amount of all Swingline Loans exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the BorrowersCompany, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(cSECTIONS 3.02(C) and 3.02(d(D), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany; providedPROVIDED, that the Issuing Bank shall not be obligated to Issue, and no Bank Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitments, (2) the participation of any Bank Lender in the Effective Amount of all L/C Obligations and Swing Line Loans plus the Effective Amount of the Revolving Loans and Term Loans of such Bank Lender exceeds such BankLender's Commitment, Revolving Loan Commitment or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms -------------------------------- and conditions set forth herein (i) the each Issuing Bank Lender agrees, (A) from time to time on any Business Day during the period from the Closing Effective Date to the Revolving Termination Date to issue standby Letters of Credit for the account of the BorrowersCompany, and to amend or renew standby Letters of Credit previously issued by it, in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), and (B) to ------------------ ------ honor properly drawn drafts under the Letters of CreditCredit issued by it; and (ii) the Banks Lenders severally agree to participate in standby Letters of Credit Issued for the account of the BorrowersCompany; provided, provided that the no Issuing Bank Lender shall not be obligated to Issue, and no Bank Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the aggregate principal amount of ------------- all Loans (whether Committed Loans or Bid Loans) plus the ---- Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitments, (2) the Effective Amount of all L/C Obligations exceeds the L/C Commitment or (3) the participation of any Bank Lender in the Effective Amount of all L/C Obligations plus the Effective Amount outstanding principal amount of the Revolving Loans and Term Committed Loans of such Bank Lender exceeds such BankLender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank Issuer agrees, (A) from time to time on any Business Day Day, during the period from the Closing Restatement Date to the day which is five days prior to the Revolving Termination Date Date, to issue Letters of Credit for the account of the BorrowersCompany in an aggregate Stated Amount in Dollars or any Alternate Currency at any one time that, the Dollar Equivalent of which, together with the aggregate Dollar Equivalent of the Stated Amount of all other outstanding Letters of Credit issued pursuant hereto, does not exceed the L/C Commitment, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Revolving Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany; provided, that the Issuing Bank Issuer shall not be obligated to Issue, and no Bank Revolving Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Dollar Equivalent of the Effective Amount of all L/C Obligations Obligations, plus the Dollar Equivalent of the Effective Amount of all Revolving Loans, Term Loans and Bid Swing Line Loans plus the aggregate amount of all Fronted Offshore Currency Commitments exceeds the combined Commitments, Aggregate Revolving Loan Commitment or (2) the participation of any Bank Lender in the Dollar Equivalent of the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank Lender and such Revolving Lender's Pro Rata Revolving Share of any outstanding Swing Line Loans and Fronted Offshore Currency Commitments exceeds such BankLender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the BorrowersBorrower, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of the BorrowersBorrower; provided, that the Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid plus the Effective Amount of all Swingline Loans exceeds the combined Commitments, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term plus the Effective Amount of all Swingline Loans of such Bank exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Borrower's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein herein, including, but not limited to, the conditions set forth in Section 5.2, (i) the Issuing Bank agrees, (A) from time to time on any Business Day during the period from the Closing Agreement Date to the Revolving Termination Maturity Date to issue Letters of Credit for the account of the Borrowersrequesting Borrower, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(cSubsections 3.2 (c) and 3.02(d3.2 (d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks U.S. Lenders severally agree to participate in U.S. Letters of Credit Issued for the account of the BorrowersU.S. Borrower; and (iii) the International Lenders severally agree to participate in International Letters of Credit issued for the account of the International Borrower; provided, that the Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated to participate in, Issue any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") and after giving effect to the issuance of such Letters of Credit: (1i) the Effective Amount of all U.S. L/C Obligations plus exceed the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds U.S. L/C Commitment; (ii) International L/C Obligations exceed the combined Commitments, International L/C Commitment; (2iii) the participation of any Bank U.S. Lender in the Effective Amount of all U.S. L/C Obligations plus the Effective Amount of the then outstanding, when aggregated with all Revolving Loans and Term Dollar Loans of such Bank Lender then outstanding, exceeds such BankLender's Revolving Dollar Loan Commitment, or ; (3iv) the Effective Amount participation of any International Lender in the International L/C Obligations then outstanding, when aggregated with all Revolving Pound Loans of such Lender then outstanding, exceeds the such Lender's Revolving Pound Loan Commitment; (v) total U.S. L/C Obligations then outstanding, when aggregated with total Revolving Dollar Loans then outstanding, exceeds the Revolving Dollar Loan Commitment; or (vi) total International L/C Obligations then outstanding, in Pounds (or the Equivalent Amount in Pounds of any L/C Obligations issued in Alternative Currencies), when aggregated with total Revolving Pound Loans and Overdraft Pound Loans outstanding (or the Equivalent Amount in Pounds of any such Loans made in Alternative Currencies), exceeds the Revolving Pound Loan Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and subject to the conditions set forth herein (i) the Issuing Bank agrees, in reliance upon the agreements of the other Banks set forth in this Article III, (A) from time to time on any Business Day during the period from the Closing Restatement Effective Date to the Revolving Termination Date to issue Letters of Credit for the account of the Borrowers, and to amend or renew renew, extend the expiration of or increase the amount of Letters of Credit previously issued by it, in accordance with subsections 3.02(cSections 3.2(c) and 3.02(d3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of the Borrowers; provided, that the Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1x) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid plus the Effective Amount of all Swingline Loans exceeds the combined Commitments, amount of the Revolving Commitment or (2y) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment$35,000,000. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. The Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Restatement Effective Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the each Issuing Bank Lender agrees, (A) from time to time on any Business Day during the period from the Closing Effective Date to the Revolving date which is seven Business Days prior to Termination Date to issue Issue standby Letters of Credit for the account of the BorrowersCompany, and to amend or renew standby Letters of Credit previously issued by it, in accordance with subsections 3.02(cSUBSECTIONS 3.2(c) and 3.02(d3.2(d), and (B) to honor properly drawn drafts under the Letters of CreditCredit issued by it; and (ii) the Banks Lenders severally agree to participate in standby Letters of Credit Issued for the account of the BorrowersCompany; provided, provided that the no Issuing Bank Lender shall not be obligated to Issue, and (subject to SECTION 3.2(b)) no Bank Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") (1) the Total Outstandings exceed the combined Commitments, (2) the Effective Amount of all L/C Obligations plus would exceed the L/C Commitment MINUS the "Effective Amount Amount" of all Revolving Loans, Term Loans "L/C Obligations" under (and Bid Loans exceeds as defined in) the combined Commitments, Other Credit Agreement or (23) the participation of any Bank Lender in the Effective Amount of all L/C Obligations plus the Effective Amount participation of such Lender in the principal amount of all outstanding Swing Line Loans plus the outstanding principal amount of the Revolving Loans and Term Committed Loans of such Bank exceeds Lender would exceed such BankLender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On Subject to the terms and conditions set forth herein hereof: (i) the Issuing Bank Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Article III, (A) from time to time on any Business Day during the period from the Closing Date Time of Merger to the Revolving Termination Credit Maturity Date to issue Letters of Credit for the account of the BorrowersCompany, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c) and 3.02(d)Section 3.2, and (B) to honor drafts under drawings which comply with the terms of the Letters of CreditCredit Issued by it; and (ii) the Banks Revolving Credit Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany; provided, provided that the Issuing Bank Lender shall not be obligated to Issue, and no Bank Revolving Credit Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") (1) the sum of the Effective Amount of all L/C Obligations, Revolving Credit Loans and Swingline Loans exceeds the lesser of (y) the aggregate amount of all Revolving Credit Commitments and (z) the Borrowing Base, (2) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitments, amount of the L/C Commitment or (23) the participation any Revolving Credit Lender's Revolving Credit Percentage of any Bank in the Effective Amount of all L/C Obligations plus such Lender's Revolving Credit Percentage of the Effective Amount of all Swingline Loans plus the aggregate Effective Amount of the Revolving Credit Loans owed to such Lender shall exceed the lesser of (y) such Revolving Credit Lender's Revolving Credit Commitment and Term Loans (z) such Lender's Revolving Credit Percentage of such Bank exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C CommitmentBorrowing Base. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which 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 Time of Merger shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Subfacility. (a) On the terms and -------------------------------- conditions set forth herein (i) the each Issuing Bank Lender agrees, (A) from time to time on any Business Day during the period from the Closing Effective Date to the Revolving Termination Date to issue standby Letters of Credit for the account of the BorrowersCompany, and to amend or renew standby Letters of Credit previously issued by it, in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), and (B) to honor properly ------------------ ------ drawn drafts under the Letters of CreditCredit issued by it; and (ii) the Banks Lenders severally agree to participate in standby Letters of Credit Issued for the account of the BorrowersCompany; provided, provided that the no Issuing Bank Lender shall not be obligated to Issue, and no Bank Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") ------------- (1) the Total Outstandings exceed the combined Commitments, (2) the Effective Amount of all L/C Obligations plus would exceed the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitments, L/C Commitment or (23) the participation of any Bank Lender in the Effective Amount of all L/C Obligations plus the Effective Amount participation of such Lender in the principal amount of all outstanding Swing Line Loans plus the outstanding principal amount of the Revolving Loans and Term Committed Loans of such Bank exceeds Lender would exceed such BankLender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, each Issuer agrees (A) from time to time on any Business Day Day, during the period from the Closing Effective Date to the day which is five days prior to the Revolving Termination Date Date, to issue Letters of Credit for the account of the BorrowersCompany, any Restricted Subsidiary or jointly for the account of the Company and any Restricted Subsidiary in an aggregate Stated Amount in Dollars or any Alternative Currency at any one time that, the Dollar Equivalent of which, together with the aggregate Dollar Equivalent of the Stated Amount of all other outstanding Letters of Credit issued pursuant hereto (including the Existing Letters of Credit), does not exceed the L/C Commitment, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections Sections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Revolving Lenders severally agree to participate in Letters of Credit Issued for (including the account Existing Letters of the BorrowersCredit); provided, that the Issuing Bank that, no Issuer shall not be obligated to Issue, and no Bank Revolving Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) (1) the Effective Amount amount of all L/C Obligations, plus the Dollar Equivalent principal amount of all Revolving Loans and Swing Line Loans plus the Dollar Equivalent principal amount of all outstanding Fronted Offshore Currency Loans exceeds the Aggregate Revolving Commitment, or (2) the participation of any Revolving Lender in the amount of all L/C Obligations plus the Effective Amount Dollar Equivalent principal amount of the Revolving Loans of such Revolving Lender and such Revolving Lender’s Revolving Percentage of any outstanding Swing Line Loans and Fronted Offshore Currency Loans exceeds such Lender’s Revolving Commitment; provided, further, that, unless otherwise agreed to by the applicable Issuer in its sole discretion, after giving effect to the Issuance of all Revolving LoansLetters of Credit, Term Loans and Bid Loans exceeds the combined Commitments, (2) the participation of any Bank in the Effective Amount aggregate outstanding amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of any Issuer shall not exceed such Bank exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Issuer’s Issuer Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company’s (and/or any Restricted Subsidiary’s) ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company (and/or any Restricted Subsidiary) may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Agreement and from and after the Effective Date shall be governed by the terms and conditions hereof.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the each Issuing Bank agreesagrees (subject to any limitation separately agreed upon between the Company and such Issuing Bank), (A) from time to time on any Business Day Day, during the period from the Closing Date to the Revolving date which is seven days prior to the scheduled Credit Termination Date Date, to issue Letters of Credit for the account of the BorrowersCompany, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c) and 3.02(d), and (B) to honor drafts under the outstanding Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany; provided, provided that the no Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) and after giving effect thereto: (1A) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds Total Outstandings exceed the combined Commitments, ; (2B) the participation of any Bank in the Effective Amount of all L/C Obligations and in all Swing Line Loans plus the Effective Amount outstanding principal amount of the Revolving Loans and Term Loans of such Bank exceeds would exceed such Bank's ’s Commitment, ; or (3C) the Effective Amount of all L/C Obligations exceeds would exceed the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, (A) from time to time on any Business Day during the period from the Original Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the BorrowersCompany and/or, subject to Section 3.10 and subject to Agent receiving such documentation in form and substance satisfactory to it, for the joint and several account of the Company and the Domestic Subsidiaries parties to such documentation (the Company and each such Domestic Subsidiary are referred to herein individually as an "ACCOUNT PARTY" and collectively as the "ACCOUNT PARTIES"), and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of the BorrowersAccount Parties; providedPROVIDED, that the Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") and after taking into account all repayment of Revolving Loans received on such date (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined CommitmentsTotal Commitment, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the BorrowersAccount Parties' ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Account Parties may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired expired, been terminated or which have been drawn upon and reimbursed. Notwithstanding any provision herein to the contrary, each of the Company, the Issuing Bank, the Agent, and the Banks agree that as of the Restatement Closing Date, each Existing Letter of Credit shall prospectively become subject to, and shall be deemed to be issued under, the LC Credit Agreement and not this Agreement.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein herein, (i) the each Issuing Bank agrees, (A) from time to time time, on any Business Day during the period from the Closing Date to the date which is 30 days prior to the Revolving Termination Date to issue (x) irrevocable sight standby Letters of Credit (each such standby Letter of Credit, a "Standby Letter of Credit") for the account of the BorrowersBorrower and (y) irrevocable sight commercial Letters of Credit (each such commercial Letter of Credit, a "Trade Letter of Credit" and each such Trade Letter of Credit and each Standby Letter of Credit, a "Letter of Credit") for the account of the Borrower, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections Sections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued issued for the account of the BorrowersBorrower; provided, however, that the no Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated to participate in, issue any Letter of Credit if as of the date of Issuance of, and after giving effect to, the issuance of such Letter of Credit Credit, (the "Issuance Date") (1x) the Effective Amount aggregate amount of all L/C Letter of Credit Obligations (exclusive of unpaid drawings under any Letter of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) plus the Effective Amount aggregate principal amount of all Revolving Loans, Term Loans and Bid Loans exceeds shall exceed the combined Commitments, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Aggregate Revolving Loans and Term Loans of such Bank exceeds such Bank's Commitment, or (3y) the Effective Amount Letter of L/C Credit Obligations exceeds (exclusive of unpaid drawings under any Letter of Credit which are repaid with the L/C proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) shall exceed the Letter of Credit Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' ability to obtain All Letters of Credit shall be fully revolvingdenominated in Dollars. Notwithstanding anything to the contrary contained herein, andBankBoston, accordingly, N.A. shall be the Borrower may, during Issuing Bank only in respect of the foregoing period, obtain Letters Existing Letter of Credit to replace Letters and with the Existing Letter of Credit which have expired or which have been drawn upon and reimbursedbeing deemed issued for all purposes of this Agreement on the Closing Date.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, in reliance upon the agreements of the Lenders set forth in this Article III, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Issue Letters of Credit for the account of the BorrowersCompany, the Borrower or any Subsidiary of the Borrower, and to amend or renew Letters of Credit previously issued Issued by it, in accordance with subsections Sections 3.02(c) and 3.02(d(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersBorrower; provided, that the Issuing Bank shall not be obligated to Issue, and no Bank Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) (1) the Effective Amount of all L/C Obligations and Swing Line Loans plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitmentsaggregate Revolving Loan Commitment, (2) the participation of any Bank Lender in the Effective Amount of all L/C Obligations and Swing Line Loans plus the Effective Amount of the Revolving Loans and Term Loans of such Bank Lender exceeds such Bank's Commitment, Lender’s Revolving Loan Commitment or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Borrower’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank Issuer agrees, (A) from time to time on any Business Day Day, during the period from the Closing Second Restatement Date to the day which is five days prior to the Revolving Termination Date Date, to issue Letters of Credit for the account of the BorrowersCompany in an aggregate Stated Amount in Dollars or any Alternate Currency at any one time that, the Dollar Equivalent of which, together with the aggregate Dollar Equivalent of the Stated Amount of all other outstanding Letters of Credit issued pursuant hereto, does not exceed the L/C Commitment, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Revolving Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany; provided, that the Issuing Bank Issuer shall not be obligated to Issue, and no Bank Revolving Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Dollar Equivalent of the Effective Amount of all L/C Obligations Obligations, plus the Dollar Equivalent of the Effective Amount of all Revolving Loans, Term Loans and Bid Swing Line Loans plus the aggregate amount of all Fronted Offshore Currency Commitments exceeds the combined Commitments, Aggregate Revolving Loan Commitment or (2) the participation of any Bank Lender in the Dollar Equivalent of the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank Lender and such Revolving Lender's Pro Rata Revolving Share of any outstanding Swing Line Loans and Fronted Offshore Currency Commitments exceeds such BankLender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank Lender agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving day which is five days prior to the Termination Date to issue Letters of Credit for the account of the BorrowersCompany, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections SECTIONS 3.02(c) and 3.02(d(D), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Revolving Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany; providedPROVIDED, that the Issuing Bank Lender shall not be obligated to Issue, and no Bank Revolving Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitments, (2) the participation of any Bank Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank Lender plus such Lender's Pro Rata Share of the Effective Amount of all outstanding Canadian Revolving Loans exceeds such BankLender's CommitmentCommitment or, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions -------------------------------- set forth herein herein, (i) the Issuing Bank Lender agrees, (A) from time to time time, on any Business Day during the period from the Closing Date to the Revolving day which is 30 days prior to the scheduled Termination Date Date, to issue Letters of Credit for the account of Culligan (or, if a Letter of Credit is for the Borrowersaccount of a Subsidiary of Culligan, jointly for the account of Culligan and such Subsidiary of Culligan), and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), and (B) to honor properly ------------------ ------ drawn drafts under the Letters of Credit; and (ii) the Banks Lenders severally agree to participate in Letters of Credit Issued for the account of Culligan (including any Letter of Credit issued jointly for the Borrowersaccount of Culligan and any Subsidiary of Culligan); provided, provided that the Issuing Bank Lender shall not be obligated -------- to Issue, and no Bank Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance -------- Date") (1) the Effective Amount of all L/C Obligations plus Aggregate Outstandings will exceed the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined CommitmentsAggregate Commitment ---- Amount, (2) the participation of any Bank such Lender in the Effective Amount of all L/C Obligations plus (without duplication) the Effective Amount outstanding principal Dollar Equivalent amount of the Revolving Loans and Term Loans of such Bank exceeds Lender plus such BankLender's Pro Rata Share of all Swing Line Loans will exceed such Lender's Commitment, or (3) the Effective Amount of all L/C Obligations exceeds will exceed the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Culligan's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Culligan may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank Issuer agrees, (A) from time to time on any Business Day Day, during the period from the Closing Date to the Revolving day which is five days prior to the Termination Date Date, to issue Letters of Credit for the account of the Borrowers, Company and to amend or renew Letters of Credit previously issued by it, in accordance with subsections SUBSECTIONS 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany; providedPROVIDED, that the Issuing Bank Issuer shall not be obligated to Issue, and no Bank Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid of all Swing Line Loans exceeds the combined CommitmentsAggregate Commitment, (2) the participation of any Bank Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank Lender and such Lender's Pro Rata Share of any outstanding Swing Line Loans exceeds such BankLender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) each Issuer agrees (and each Revolving Lender acknowledges that such agreement is made in reliance upon the Issuing Bank agreesagreements of the Revolving Lenders set forth in this Article III), (A) from time to time on any Business Day Day, during the period from the Closing Effective Date to the day which is five days prior to the Revolving Termination Date Date, to issue Letters of Credit for the account of the BorrowersBorrower (or jointly for the account of the Borrower and any of its Subsidiaries) in an aggregate Outstanding Amount at any one time that, together with the aggregate Outstanding Amount of all other outstanding Letters of Credit issued pursuant hereto (including the Existing Letters of Credit), does not exceed the L/C Commitment, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections Sections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Revolving Lenders severally agree to participate in Letters of Credit Issued for (including the account Existing Letters of the BorrowersCredit); provided, provided that the Issuing Bank no Issuer shall not be obligated to Issue, and no Bank Revolving Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) (1) the Effective Outstanding Amount of all L/C Obligations, plus the Outstanding Amount of all Revolving Loans and Swing Line Loans exceeds the Aggregate Revolving Commitment or (2) the participation of any Revolving Lender in the Outstanding Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitments, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount principal amount of the Revolving Loans and Term Loans of such Bank Revolving Lender and such Revolving Lender’s Revolving Percentage of the Outstanding Amount of Swing Line Loans exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Lender’s Revolving Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Borrower’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. Each of the Existing Letters of Credit shall be deemed to be Letters of Credit Issued hereunder on the Effective Date.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank Issuer agrees, (A) from time to time on any Business Day Day, during the period from the Closing Restatement Date to the day which is five days prior to the Revolving Termination Date Date, to issue Letters of Credit for the account of the BorrowersCompany or any Subsidiary in an aggregate Stated Amount in Dollars at any one time that, together with the aggregate Stated Amount of all other outstanding Letters of Credit issued pursuant hereto, does not exceed the L/C Commitment, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections SUBSECTIONS 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany; providedPROVIDED, that the Issuing Bank Issuer shall not be obligated to Issue, and no Bank Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined CommitmentsAggregate Commitment, (2) the participation of any Bank Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank Lender exceeds such BankLender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, agrees (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date Credit A Loan Maturity Date, to issue Letters of Credit for the account of the BorrowersCompany, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany in accordance with their Revolver A Commitment Percentages; provided, provided that the Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") and after giving effect to such Issuance (1) the Effective Amount of all aggregate L/C Obligations plus the Effective Amount aggregate principal amount of Revolving Credit A Loans exceeds the Total Revolver A Commitment, (2) the aggregate L/C Obligations plus the aggregate principal amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined CommitmentsTotal Commitment, (23) the participation of any Bank in the Effective Amount of all aggregate L/C Obligations plus the Effective Amount aggregate principal amount of the all Revolving Loans and Term Credit A Loans of such Revolving Credit A Bank exceeds such Bank's Revolver A Commitment, or (34) the Effective Amount of aggregate L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company's ability to obtain Letters of Credit shall be fully revolving, and, and accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the BorrowersCompany, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany; provided, that the Issuing Bank shall not be obligated to Issue, and no Bank -------- shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount ------------- of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined CommitmentsRevolving Commitment, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank exceeds such Bank's Pro Rata Share of the Revolving Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the BorrowersCompany, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections Sections 3.02(c) and 3.02(d(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany; providedPROVIDED, that the Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitments, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment, or (4) at any time prior to the Nordic Acquisition Date, the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans exceeds $5,000,000. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On Each Issuing Bank agrees, on the terms and conditions hereinafter set forth herein forth, to issue letters of credit (ithe “Letters of Credit”) for the Issuing Bank agrees, account of any Borrower (Asubject to Section 5.15) or its Subsidiary from time to time on any Business Day during the period from the Closing Agreement Date to until sixty (60) days before the Revolving Termination Maturity Date to issue (i) in an aggregate Available Amount for such Letters of Credit not to exceed at any time the amount of the Letter of Credit Subfacility, minus the aggregate principal amount of all Letter of Credit Advances to any Borrower then outstanding and (ii) in an Available Amount for each Letter of Credit issued for the account of a Borrower or a Subsidiary of a Borrower not to exceed the Borrowers, and to amend or renew Letters aggregate Unused Revolving Loan Commitments on such Business Day. No Letter of Credit previously issued by it, in accordance with subsections 3.02(cshall have an expiration date (including all rights of a Borrower or the beneficiary to require renewal) later than the earlier of five (5) days before the Maturity Date and 3.02(d), and one (B1) to honor drafts under year after the Letters date of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of the Borrowersissuance thereof; provided, however, that the Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated to participate in, any Letter of Credit if as of that expires one (1) year after the date of Issuance its issuance may provide for the automatic renewal of such Letter of Credit for additional one (1)-year periods so long as such Letter of Credit, as renewed, shall have an expiration date not later than five (5) days before the Maturity Date. Notwithstanding the foregoing, a Letter of Credit may have an expiration date later than five (5) days prior to the Maturity Date if the requesting Borrower provides, at the time of the issuance of such Letter of Credit, Cash Collateral to the Administrative Agent for the benefit of those Lenders with a Revolving Loan Commitment in an amount equal to one hundred five percent (105%) of the face amount of such Letter of Credit (it being acknowledged that the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitments, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount obligations of the Revolving Loans and Term Loans Loan Lenders to purchase participations in any such Letter of Credit shall terminate on the Maturity Date to the extent of the Cash Collateral for such Letters of Credit maintained by the Administrative Agent on such date). Each Letter of Credit issued by an Issuing Bank exceeds shall require that all draws thereon must be presented to such Bank's CommitmentIssuing Bank by the expiration date therefor, regardless of whether presented prior to such date to any correspondent bank or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitmentother institution. Within the foregoing limitslimits of the Letter of Credit Subfacility, and subject to the other terms and conditions hereoflimits referred to above, the Borrowers' ability to obtain Borrowers may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.10(a), and, accordingly, repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.10(c) and request the Borrower may, during the foregoing period, obtain issuance of additional Letters of Credit under Section 2.10(b). On the Agreement Date, each outstanding letter of credit described on Schedule 2.10 (collectively, the “Existing L/Cs”) shall be deemed for all purposes, as of the Agreement Date, without further action by any Person, to replace Letters of Credit which have expired or which have been drawn upon and reimbursedissued hereunder.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the BorrowersCompany and/or, subject to Section 3.10 and subject to Agent receiving such documentation in form and substance satisfactory to it, for the joint and several account of the Company and the Domestic Subsidiaries (the Company and each such Domestic Subsidiary are referred to herein individually as an "Account Party" and collectively as the "Account Parties"), and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of the BorrowersAccount Parties; provided, that the Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") and after taking into account all repayment of Revolving Loans received on such date (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined CommitmentsTotal Commitment, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the BorrowersAccount Parties' ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Account Parties may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired expired, been terminated or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On The Borrower may request -------------------------------- that the terms and conditions set forth herein (i) L/C Bank Issue Letters of Credit for the Issuing Bank agrees, (A) account of the Borrower from time to time on any Business Day during the period from after the Closing Date to until the Revolving Commitment Termination Date to issue (a) in an aggregate Available Amount for all Letters of Credit for not to exceed at any time Fifteen Million Dollars ($15,000,000) (the account of the Borrowers, and to amend or renew Letters "Letter of Credit previously issued by it, in accordance with subsections 3.02(c) and 3.02(dSubfacility"), and (Bb) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in Letters an Available ---------------------------- Amount for each such Letter of Credit Issued for not to exceed the account Unused Revolving Commitments of the Borrowers; provided, that the Issuing Lenders on such Business Day. The L/C Bank shall not be obligated to Issueissue a Letter of Credit if such Issuance would cause the sum of the Revolving Advances, the Swing Line Reserve Amount and no Bank the Letter of Credit Obligations then outstanding to exceed the Borrowing Base Amount. No Letter of Credit shall be obligated (i) have a face amount of less than $500,000, or (ii) have an expiration date (including all rights of the Borrower or the beneficiary to participate inrequire renewal) later than the earlier of five (5) Business Days before the Commitment Termination Date and one year after the date of issuance thereof; provided, however, any Letter of Credit if as of may by its terms be renewable on terms satisfactory to the L/C Bank, but shall not have an expiration date of Issuance later than five Business Days before the Commitment Termination Date unless the Borrower and the applicable L/C Bank enter into an agreement satisfactory to such L/C Bank in its sole discretion with respect to the acceleration and replacement of such Letter of Credit, which agreement may require the Borrower to cash collateralize such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitments, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of or enter into such Bank exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds other collateral arrangements as determined by the L/C CommitmentBank in its sole discretion. Within the foregoing limitslimits of the Letter of Credit Subfacility, and subject to the other terms and conditions hereoflimits referred to above, the Borrowers' ability to obtain Borrower may request the Issuance of one or more Letters of Credit shall be fully revolvingunder this Section 3.01, andrepay amounts due resulting from L/C Advances thereunder pursuant to Section 3.03, accordingly, and request the Borrower may, during the foregoing period, obtain Issuance of one or more additional Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursedunder this Section 3.01.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the BorrowersBorrower, and to amend or renew Letters of Credit previously issued by it, it in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Revolving Credit Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersBorrower; provided, however, that the Issuing Bank shall not be obligated to Issue, and no Bank Revolving Credit Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Obligations, Revolving Loans, Term Credit Loans and Bid Swingline Loans exceeds the combined Revolving Credit Commitments, (2) the participation of any Bank Revolving Credit Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Credit Loans of such Bank Revolving Credit Lender exceeds such BankRevolving Credit Lender's Revolving Credit Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. All Letters of Credit shall be allocated to the Revolving Credit Commitments. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Borrower's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Tranche A Termination Date to issue Tranche A Letters of Credit for the account of the BorrowersCompany, and to amend or renew Tranche A Letters of Credit previously issued by it, in accordance with subsections 3.02(c) and 3.02(d), (B) from time to time on any Business Day during the period from the Closing Date to the Tranche B Termination Date to issue Tranche B Letters of Credit for the account of the Company, and to amend or renew Tranche B Letters of Credit previously issued by it, in accordance with subsections 3.02(c) and 3.02(d), and (BC) to honor drafts under the Letters of Credit; and (ii) the Banks Lenders severally agree to participate purchase an irrevocable and unconditional participation in Letters each Letter of Credit Issued for the account of the BorrowersCompany; provided, that the Issuing Bank shall not be obligated to Issue, and no Bank Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date"), after giving effect to any requested Loans, (A) (1) the Effective Amount aggregate principal amount of all Tranche A Loans then outstanding plus (2) the aggregate principal amount of all Tranche A Bid Loans then outstanding plus (3) the outstanding Tranche A L/C Obligations plus exceeds the Effective Amount Aggregate Tranche A Commitments; (B) (1) the aggregate principal amount of all Revolving Loans, Term Tranche B Loans and Bid Loans exceeds the combined Commitments, then outstanding plus (2) the participation of any Bank in the Effective Amount aggregate principal amount of all L/C Obligations Tranche B Bid Loans then outstanding plus the Effective Amount of the Revolving Loans and Term Loans of such Bank exceeds such Bank's Commitment, or (3) the Effective Amount aggregate principal amount of all 1996 Facility Bid Loans then outstanding plus (4) the outstanding Tranche B X/C Obligations exceeds the Aggregate Tranche B Commitments; or (C) the total amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and subject to the conditions set forth herein (i) the Issuing Bank agrees, in reliance upon the agreements of the other Banks set forth in this Article III, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the BorrowersBorrower, and to amend or renew renew, extend the expiration of or increase the amount of Letters of Credit previously issued by it, in accordance with subsections 3.02(cSections 3.2(c) and 3.02(d3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of the BorrowersBorrower; provided, that the Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") (1x) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid plus the Effective Amount of all Swing Line Loans exceeds the combined Commitments, amount of the Revolving Commitment or (2y) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment$100,000,000. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Borrower's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. The Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) each Issuer agrees (and each Revolving Lender acknowledges that such agreement is made in reliance upon the Issuing Bank agreesagreements of the Revolving Lenders set forth in this Article III), (A) from time to time on any Business Day Day, during the period from the Closing Effective Date to the day which is five days prior to the Revolving Termination Date Date, to issue Letters of Credit for the account of the BorrowersBorrower (or jointly for the account of the Borrower and any of its Subsidiaries) in an aggregate Outstanding Amount at any one time that, together with the aggregate Outstanding Amount of all other outstanding Letters of Credit issued pursuant hereto (including the Existing Letters of Credit), does not exceed the L/C Commitment, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections Sections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Revolving Lenders severally agree to participate in Letters of Credit Issued for (including the account Existing Letters of the BorrowersCredit); provided, provided that the Issuing Bank no Issuer shall not be obligated to Issue, and no Bank Revolving Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) (1) the Effective Outstanding Amount of all L/C Obligations, plus the Outstanding Amount of all Revolving Loans and Swing Line Loans exceeds the Aggregate Revolving Commitment or (2) the participation of any Revolving Lender in the Outstanding Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitments, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount principal amount of the Revolving Loans and Term Loans of such Bank Revolving Lender and such Revolving Lender’s Revolving Percentage of the Outstanding Amount of Swing Line Loans exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Xxxxxx’s Revolving Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Borrower’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. Each of the Existing Letters of Credit shall be deemed to be Letters of Credit Issued hereunder on the Effective Date.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the BorrowersCompany, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections SECTIONS 3.02(c) and 3.02(d(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany; providedPROVIDED, that the Issuing Bank shall not be obligated to Issue, and no Bank Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance DateISSUANCE DATE") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitments, (2) the participation of any Bank Lender in the Effective Amount of all L/C Obligations and Swing Line Loans plus the Effective Amount of the Revolving Loans and Term Loans of such Bank Lender exceeds such BankLender's Commitment, Revolving Loan Commitment or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, each Issuer agrees (A) from time to time on any Business Day Day, during the period from the Closing Effective Date to the day which is five days prior to the Revolving Termination Date Date, to issue Letters of Credit for the account of the BorrowersCompany (or jointly for the account of the Company and any Subsidiary) in an aggregate Stated Amount in Dollars or any Alternative Currency at any one time that, the Dollar Equivalent of which, together with the aggregate Dollar Equivalent of the Stated Amount of all other outstanding Letters of Credit issued pursuant hereto (including the Existing Letters of Credit), does not exceed the L/C Commitment, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections Sections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Revolving Lenders severally agree to participate in Letters of Credit Issued for (including the account Existing Letters of the BorrowersCredit); provided, provided that the Issuing Bank no Issuer shall not be obligated to Issue, and no Bank Revolving Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) (1) the Effective Amount amount of all L/C Obligations, plus the Dollar Equivalent principal amount of all Revolving Loans and Swing Line Loans plus the Dollar Equivalent principal amount of all outstanding Fronted Offshore Currency Loans exceeds the Aggregate Revolving Commitment or (2) the participation of any Revolving Lender in the amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitments, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount Dollar Equivalent principal amount of the Revolving Loans and Term Loans of such Bank Revolving Lender and such Revolving Lender’s Revolving Percentage of any outstanding Swing Line Loans and Fronted Offshore Currency Loans exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Lender’s Revolving Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the each Issuing Bank Lender agrees, (A) from time to time on any Business Day Day, during the period from the Closing Effective Date to the Revolving earlier of the Termination Date or 25 days prior to the scheduled Termination Date, to issue Letters of Credit for the account of the BorrowersBorrower (or jointly for the account of the Borrower and any Subsidiary thereof), and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersBorrower (or jointly for the account of the Borrower and any of its Subsidiaries); provided, provided that the no Issuing Bank Lender shall not be obligated to Issue, and no Bank Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus the Effective Amount aggregate amount of all Revolving Loans, Term Loans and Bid Swingline Loans exceeds the combined Commitments, Revolving Commitment Amount or (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Loans of such Bank exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Borrower's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agreesBanks agree, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Loan Termination Date Date, to issue Letters of Credit for the account of the BorrowersCredit, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections Sections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks Revolving Lenders severally agree to participate in Letters of Credit Issued for the account of the Borrowers; provided, that the Issuing Bank Banks shall not be obligated to Issue, and no Bank Revolving Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) after the issuance thereof (1) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations plus would exceed the Effective Amount of all Aggregate Revolving Loans, Term Loans and Bid Loans exceeds the combined CommitmentsLoan Commitment, (2) the participation of any Bank Revolving Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Swingline Loans of such Bank exceeds Revolving Lender would exceed such Bank's Revolving Lender’s Pro Rata Share of the Aggregate Revolving Loan Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' ’ ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which that have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the BorrowersCompany, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany; provided, that the Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans, Term Syndicated Loans and Bid Swingline Loans exceeds the combined Commitmentslesser of (x) the Aggregate Commitment and (y) the Borrowing Base, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans and Term Syndicated Loans of such Bank plus the participation of such Bank, if any, in the Effective Amount of all Swingline Loans exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) each Issuing Lender agrees, in reliance upon the Issuing Bank agreesagreements of the U.S. Revolving Credit Lenders set forth in this Article III, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the BorrowersCompany, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), and (B) to honor properly drawn drafts under the Letters of CreditCredit issued by it; and (ii) the Banks U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit Issued for the account of the BorrowersCompany; provided, provided that the no Issuing Bank Lender shall not be obligated to Issue, and no Bank U.S. Revolving Credit Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "“Issuance Date"”) (1) the Total U.S. Revolving Credit Outstandings exceed the Aggregate U.S. Revolving Credit Commitment, (2) the Effective Amount of all L/C Obligations plus would exceed the Effective Amount of all Revolving Loans, Term Loans and Bid Loans exceeds the combined Commitments, L/C Commitment or (23) the participation of any Bank U.S. Revolving Credit Lender in the Effective Amount of all L/C Obligations plus the Effective Amount outstanding principal amount of the U.S. Revolving Loans and Term Credit Loans of such Bank exceeds U.S. Revolving Credit Lender would exceed such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C U.S. Revolving Credit Lender’s U.S. Revolving Credit Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers' Company’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.