Common use of Commitment and Conditions Clause in Contracts

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Group Member), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Closing Date through the earlier of the Revolving Credit Termination Date and five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that no L/C Issuer shall be obligated to Issue any Letter of Credit and no Lender shall be obligated to participate in any Letter of Credit if after giving effect to such Issuance, (x) the aggregate Revolving Credit Outstandings would exceed the aggregate Revolving Credit Commitments, (y) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit, or (z) the Revolving Credit Outstandings of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Group Member), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Closing Date through the earlier of the Revolving Credit Termination Date and five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that no L/C Issuer shall be obligated to Issue any Letter of Credit and no Lender shall be obligated to participate in any Letter of Credit if after giving effect to such Issuance, (x) the aggregate Revolving Credit Outstandings would exceed the aggregate Revolving Credit Commitments, (y) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit, or (z) the Revolving Credit Outstandings of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Group Member), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Closing Date through the earlier of the Revolving Credit Termination Date and five Business Days (5) days prior to the Scheduled Revolving Credit Termination Date; provided, provided however, that no such L/C Issuer shall not be obligated under any obligation to Issue any Letter of Credit and no Lender shall be obligated to participate in upon the occurrence of any Letter of Credit if the following: (i) after giving effect to such Issuance, (xA) the aggregate Revolving Credit Outstandings would exceed the aggregate Revolving Credit Commitments, Commitments or (yB) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of Issuance thereof or (zC) is later than 5 days prior to the Scheduled Revolving Credit Outstandings Termination Date; provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; (iii) (A) any fee due in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is Issued for the account of any Lender would exceed other Group Member, such Lender’s Revolving Group Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit Commitment. Within (collectively, the foregoing limits, and “L/C Reimbursement Agreement”); or (iv) subject to the terms and conditions hereofapplication of Section 2.21(b), any Revolving Credit Lender is a Defaulting Lender, unless the BorrowerL/C Issuer has entered into arrangements reasonably satisfactory to the L/C Issuer (in its sole discretion) with the Borrower to eliminate the L/C Issuer’s ability risk with respect to obtain the participation in Letters of Credit shall be fully revolvingby all such Defaulting Lenders, and accordingly including by cash collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Borrower mayL/C Issuer to support, during the foregoing period, obtain Letters each such Defaulting Lender’s Pro Rata Share of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.any L/C Reimbursement Obligation. 56 [[NYCORP:3713047v14:05/10/2018--10:17 PM]]

Commitment and Conditions. On the terms and andSECTION 2.4 subject to the conditions contained herein, each L/C Issuer agrees to IssueIssue (or amend Letters of Credit previously issued by it), at the request of the U.S. Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the U.S. Borrower (or, as long as the U.S. Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Group Member), Letters of Credit (denominated in Dollars) Dollars from time to time on any Business Day during the period from the Closing Date through the earlier of the Revolving Credit Termination Date and five Business Days (5) days prior to the Scheduled Revolving Credit Termination Date; provided, provided however, that no such L/C Issuer shall not be obligated under any obligation to Issue any Letter of Credit and no Lender shall be obligated to participate in any Letter of Credit if if: after giving effect to such Issuance, (xA) the aggregate Revolving Credit Credit(i) Outstandings would exceed the aggregate Revolving Credit Commitments, Commitments or (yB) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit, ; the expiration date of such Letter of Credit (A) is not a Business Day,(ii) (B) is more than one year after the date of Issuance thereof or (zC) is later than 5 days prior to the Scheduled Revolving Credit Outstandings Termination Date; provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewalextension for additional periods not exceeding one year as long as (x) such L/C Issuer has the option to prevent such renewalextension before the expiration of such term or any such period and (y) such L/C Issuer shall not permit any such renewal to extendextension of such expiration date beyond the date set forth in clause (C) above; (A) any fee due in connection with, and on or prior to, such Issuance has(iii) not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the U.S. Borrower (and, if such Letter of Credit is Issued for the account of any Lender would exceed other Group Member, such Lender’s Revolving Group Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit Commitment. Within (collectively, the foregoing limits“L/C Reimbursement Agreement”); provided that (i) no L/C Reimbursement Agreement shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void (or reformed automatically without further action by any Person to conform to the terms of this Agreement), and subject all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person) and (ii) in the event of any inconsistency between the terms and conditions hereofof this Agreement and the terms and conditions of any L/C Reimbursement Agreement, the Borrowerterms and conditions of this Agreement shall control; or subject to the application of Section 2.21(b), any Revolving Credit(iv) Lender is a Defaulting Lender, unless such L/C Issuer has entered into arrangements reasonably satisfactory to such L/C Issuer (in its sole discretion) with the U.S. Borrower to eliminate such L/C Issuer’s ability risk with respect to obtain the participation in Letters of Credit by all such Defaulting Lenders, including by cash collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the L/C Issuer to support, each such Defaulting Lender’s Pro Rata Share of any L/C Reimbursement Obligation. 70 [[5628733]] For each Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent that any condition precedent contained in Section 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Upon satisfaction of the conditions precedent set forth in Section 3.1, all Existing Letters of Credit shall be fully revolving, deemed to have been issued under this Agreement and accordingly the Borrower may, during the foregoing period, obtain shall constitute Letters of Credit for all purposes hereunder without any further action by any Person. Notice of Issuance. The U.S. Borrower shall give the relevant L/C Issuer and the(b) Administrative Agent a notice of any requested Issuance of any Letter of Credit, which shall be effective only if received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. (New York City time) on the third Business Day prior to replace the date of such requested Issuance. Such notice may be made in a writing substantially the form of Exhibit E duly completed or in a writing in any other form acceptable to such L/C Issuer (an “L/C Request”) or by telephone if confirmed promptly, but in any event within one Business Day and prior to such Issuance, with such an L/C Request. Reporting Obligations of L/C Issuers. Each L/C Issuer agrees to provide the(c) Administrative Agent (which, after receipt, the Administrative Agent shall provide to each Revolving Credit Lender), in form and substance satisfactory to the Administrative Agent, each of the following on the following dates: (i) on or prior to (A) any Issuance of any Letter of Credit by such L/C Issuer, (B) any drawing under any such Letter of Credit or (C) any payment (or failure to pay when due) by the U.S. Borrower of any related L/C Reimbursement Obligation, notice thereof, which shall contain a reasonably detailed description of such Issuance, drawing or payment, (ii) upon the request of the Administrative Agent (or any Revolving Credit Lender through the Administrative Agent), copies of any Letter of Credit Issued by such L/C Issuer and any related L/C Reimbursement Agreement and such other documents and information as may reasonably be requested by the Administrative Agent and (iii) on the first Business Day of each calendar week, a schedule of the Letters of Credit Issued by such L/C Issuer, in form and substance reasonably satisfactory to the Administrative Agent, setting forth the L/C Obligations for such Letters of Credit outstanding on the last Business Day of the previous calendar week. Acquisition of Participations. Upon any Issuance of a Letter of Credit in(d) accordance with the terms of this Agreement resulting in any increase in the L/C Obligations, each Revolving Credit Lender shall be deemed to have acquired, without recourse or warranty, an undivided interest and participation in such Letter of Credit and the related L/C Obligations in an amount equal to such Lender’s Pro Rata Share of such L/C Obligations. Reimbursement Obligations of the U.S. Borrower. The U.S. Borrower agrees to(e) pay to the L/C Issuer that have expired is the issuer of any Letter of Credit each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the U.S. Borrower receives notice from such L/C Issuer that payment has been made under such Letter of Credit (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (i) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation not repaid by the U.S. Borrower as provided in this clause (e) (or that have been drawn any such payment by the U.S. Borrower is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Administrative Agent of such failure (and, upon and reimbursed.receipt of such notice, the Administrative Agent shall forward a copy to each Revolving Credit Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the U.S. Borrower with interest thereon computed (i) from the date on which such L/C Reimbursement 71 [[5628733]]