Common use of Dollar Letters of Credit Clause in Contracts

Dollar Letters of Credit. Subject to and upon the terms and conditions herein set forth, Xxxxx-Xxxxxxxx may request, on behalf of itself, that an Issuing Lender issue, at any time and from time to time on and after the Closing Date, and prior to the 30th Business Day preceding the Revolver Termination Date, (x) for the account of Xxxxx-Xxxxxxxx and for the benefit of any holder (or any trustee, agent or other similar representative for any such holder) of LC Supportable Indebtedness of Xxxxx-Xxxxxxxx or any of its Subsidiaries, an irrevocable standby letter of credit in Dollars, in a form customarily used and as provided from time to time by such Issuing Lender, or in such other form as has been approved by such Issuing Lender (each such standby letter of credit, a “Dollar Standby Letter of Credit” and, together with any Multicurrency Standby Letters of Credit, the “Standby Letters of Credit”), in support of LC Supportable Indebtedness and (y) for the account of Xxxxx-Xxxxxxxx and in support of trade obligations of Xxxxx-Xxxxxxxx or any of its Subsidiaries, an irrevocable sight letter of credit in a form customarily used and as provided from time to time by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such commercial letter of credit, a “Dollar Commercial Letter of Credit,” and, together with any Multicurrency Commercial Letters of Credit, the “Commercial Letters of Credit”) in support of commercial transactions of Company and its Subsidiaries; provided, however, no Dollar Letter of Credit shall be issued the Dollar Equivalent of the Stated Amount of which, when added to the Effective Amount of all Dollar LC Obligations (exclusive of Unpaid Drawings relating to Dollar Letters of Credit which are repaid on or prior to the date of, and prior to the issuance of, the respective Dollar Letter of Credit at such time), would exceed either (x) when aggregated with all Multicurrency Letters of Credit issued pursuant to Section 2.11(a)(i) above, $350,000,000 (or, in the case of Standby Letters of Credit, when aggregated with all Multicurrency Letters of Credit issued pursuant to Section 2.11(a)(i) above for Restricted Standby Letter of Credit Purposes, $200,000,000), (y) when added to the Dollar Equivalent of the aggregate principal amount of all Dollar Revolving Loans and Dollar LC Obligations then outstanding with respect to all Borrowers, the Total Dollar Revolving Commitment at such time or (z) without the consent of the applicable Issuing Lender (other than with respect to the Existing Letters of Credit on the Closing Date; provided, that the consent of DB will be required for any modification, extension, renewal or other change to the term or tenor of any of the Existing Letters of Credit after the Closing Date), with respect to Letters of Credit issued by such Issuing Lender, the Letter of Credit Issuer Sublimit of such Issuing Lender.

Dollar Letters of Credit. Subject to and upon the terms and conditions herein set forth, Xxxxx-Xxxxxxxx may request, on behalf of itself, that an Issuing Lender issue, at any time and from time to time on and after the Closing Date, and prior to the 30th Business Day preceding the Revolver Termination Date, (x) for the account of Xxxxx-Xxxxxxxx and for the benefit of any holder (or any trustee, agent or other similar representative for any such holder) of LC Supportable Indebtedness of Xxxxx-Xxxxxxxx or any of its Subsidiaries, an irrevocable standby letter of credit in Dollars, in a form customarily used and as provided from time to time by such Issuing Lender, or in such other form as has been approved by such Issuing Lender (each such standby letter of credit, a “Dollar Standby Letter of Credit” and, together with any Multicurrency Standby Letters of Credit, the “Standby Letters of Credit”), in support of LC Supportable Indebtedness and (y) for the account of Xxxxx-Xxxxxxxx and in support of trade obligations of Xxxxx-Xxxxxxxx or any of its Subsidiaries, an irrevocable sight letter of credit in a form customarily used and as provided from time to time by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such commercial letter of credit, a “Dollar Commercial Letter of Credit,” and, together with any Multicurrency Commercial Letters of Credit, the “Commercial Letters of Credit”) in support of commercial transactions of the Company and its Subsidiaries; provided, however, no Dollar Letter of Credit shall be issued the Dollar Equivalent of the Stated Amount of which, (i) when added to the Effective Amount of all Dollar LC Obligations (exclusive of Unpaid Drawings relating to Dollar Letters of Credit which are repaid on or prior to the date of, and prior to the issuance of, the respective Dollar Letter of Credit at such time), would exceed either (x) when aggregated with all Multicurrency Letters of Credit issued pursuant to Section 2.11(a)(i2.10(a)(i) above, $350,000,000 (or, in the case of Standby Letters of Credit, when aggregated with all Multicurrency Letters of Credit issued pursuant to Section 2.11(a)(i2.10(a)(i) above for Restricted Standby Letter of Credit Purposes, $200,000,000), (y) when added to the Dollar Equivalent of the aggregate principal amount of all Dollar Revolving Loans Loans, Domestic Overdraft Amounts and Dollar LC Obligations then outstanding with respect to all Borrowers, the Total Dollar Revolving Commitment at such time or (z) without the consent of the applicable Issuing Lender (other than with respect to the Existing Letters of Credit on the Closing Date; provided, that the consent of DB will be required for any modification, extension, renewal or other change to the term or tenor of any of the Existing Letters of Credit after the Closing Date), with respect to Letters of Credit issued by such Issuing Lender, the Letter of Credit Issuer Sublimit of such Issuing LenderLender or (ii) when added to the Dollar Equivalent of the aggregate principal amount of all Dollar Revolving Loans, Dollar LC Obligations and Overdraft Amounts of such Borrower, such Borrower’s Multicurrency Revolving Sublimit.

Dollar Letters of Credit. Subject to and upon the terms and conditions herein set forth, Xxxxx-Xxxxxxxx U.S. Borrower may request, on behalf of itself, request that an Issuing Lender any Facing Agent issue, at any time and from time to time on and after the Closing Initial Borrowing Date, and prior to the 30th Business Day preceding the Revolver Termination Date, (x) for the account of Xxxxx-Xxxxxxxx U.S. Borrower and for the benefit of any holder (or any trustee, agent or other similar representative for any such holder) of LC Supportable Indebtedness of Xxxxx-Xxxxxxxx U.S. Borrower or any of its Subsidiaries, an irrevocable standby letter of credit in Dollars, in a form customarily used and as provided from time to time by such Issuing LenderFacing Agent, or in such other form as has been approved by such Issuing Lender Facing Agent (each such standby letter of credit, a “Dollar Standby Letter of Credit” and, together with any Multicurrency Standby Letters of Credit, the “Standby Letters of Credit”), ) in support of such LC Supportable Indebtedness and (y) for the account of Xxxxx-Xxxxxxxx U.S. Borrower and in support of trade obligations of Xxxxx-Xxxxxxxx U.S. Borrower or any of its Subsidiaries, an irrevocable sight letter of credit in a form customarily used and as provided from time to time by such Issuing Lender Facing Agent or in such other form as has been approved by such Issuing Lender Facing Agent (each such commercial letter of credit, a “Dollar Commercial Letter of Credit,” and, together with any Multicurrency ”; and each such Commercial Letters Letter of Credit and each Standby Letter of Credit, the a “Commercial Letters Dollar Letter of Credit”) ), in support of commercial transactions of Company Crown Holdings and its Subsidiaries; provided, however, no Dollar Letter of Credit shall be issued the Dollar Equivalent of the Stated Amount of which, when added to the Effective Amount of all Dollar LC Obligations (exclusive of Unpaid Drawings relating to Dollar Letters of Credit which are repaid on or prior to the date of, and prior to the issuance of, the respective Dollar Letter of Credit at such time), would exceed either (x) when aggregated with all Multicurrency Letters of Credit issued pursuant to Section 2.11(a)(i) above, $350,000,000 (or, in the case of Standby Letters of Credit, when aggregated with all Multicurrency Letters of Credit issued pursuant to Section 2.11(a)(i) above for Restricted Standby Letter of Credit Purposes, $200,000,000), 150,000,000 or (y) when added to the Dollar Equivalent of the aggregate principal amount of all Dollar Revolving Loans and Dollar LC Obligations U.S. Swing Line Loans then outstanding with respect to all Borrowers, the Total Dollar Revolving Commitment at such time or (z) without the consent of the applicable Issuing Lender (other than with respect to the Existing Letters of Credit on the Closing Date; provided, that the consent of DB will be required for any modification, extension, renewal or other change to the term or tenor of any of the Existing Letters of Credit after the Closing Date), with respect to Letters of Credit issued by such Issuing Lender, the Letter of Credit Issuer Sublimit of such Issuing Lendertime.

Dollar Letters of Credit. Subject to and upon the terms and conditions herein set forthforth herein, Xxxxx-Xxxxxxxx may request(i) each Issuing Bank agrees, on behalf in each case in reliance upon the agreements of itselfthe other Revolving Lenders set forth in this Section 2.05, that an Issuing Lender issue, at any time and (A) from time to time on and after any Business Day during the period from the Closing Date, and Date to the fifth Business Day prior to the 30th Business Day preceding the Revolver Termination Revolving Credit Maturity Date, (x) upon the request of the Lead Borrower, to issue Dollar Letters of Credit issued only for the account of Xxxxx-Xxxxxxxx and for the benefit of any holder Lead Borrower (or any trustee, agent or other similar representative for Restricted Subsidiary; provided that to the extent that any such holder) of LC Supportable Indebtedness of Xxxxx-Xxxxxxxx or any of its SubsidiariesRestricted Subsidiary is not a Loan Party, an irrevocable standby letter of credit in Dollars, in a form customarily used and as provided from time to time by such Issuing Lender, or in such other form as has been approved by such Issuing Lender (each such standby letter of credit, a “Dollar Standby Letter of Credit” and, together with any Multicurrency Standby Letters of Credit, the “Standby Letters of Credit”), in support of LC Supportable Indebtedness and (y) for the account of Xxxxx-Xxxxxxxx and in support of trade obligations of Xxxxx-Xxxxxxxx or any of its Subsidiaries, an irrevocable sight letter of credit in a form customarily used and as provided from time to time by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such commercial letter of credit, a “Dollar Commercial Letter of Credit,” and, together with any Multicurrency Commercial Letters of Credit, the “Commercial Letters of Credit”) in support of commercial transactions of Company and its Subsidiaries; provided, however, no Dollar Letter of Credit shall be deemed an Investment in such Restricted Subsidiary and shall only be issued so long as it is permitted under Section 6.06) (provided that any Commercial Letter of Credit under the Dollar Equivalent Revolving Facility shall only be issued by JPM (or a successor thereto appointed pursuant to clause (i) of this Section 2.05 and which agrees to issue such Commercial Letters of Credit) and shall not exceed at any time an amount equal to (x) $10,000,000 minus (y) the Stated Amount aggregate amount of whichany outstanding Commercial Letters of Credit issued under the Multicurrency Revolving Facility; provided, when added further, that the Lead Borrower will be the applicant) and to the Effective Amount of all Dollar LC Obligations (exclusive of Unpaid Drawings relating to amend or renew Dollar Letters of Credit which are repaid on or prior to the date ofpreviously issued by it, in accordance with Section 2.05(b), and prior (B) to honor drafts under the issuance ofDollar Letters of Credit, and (ii) the respective Dollar Letter of Credit at such time), would exceed either (x) when aggregated with all Multicurrency Revolving Lenders severally agree to participate in the Dollar Letters of Credit issued pursuant to Section 2.11(a)(i) above, $350,000,000 (or, in the case of Standby Letters of Credit, when aggregated with all Multicurrency Letters of Credit issued pursuant to Section 2.11(a)(i) above for Restricted Standby Letter of Credit Purposes, $200,000,0002.05(d), (y) when added to the Dollar Equivalent of the aggregate principal amount of all Dollar Revolving Loans . On and Dollar LC Obligations then outstanding with respect to all Borrowers, the Total Dollar Revolving Commitment at such time or (z) without the consent of the applicable Issuing Lender (other than with respect to the Existing Letters of Credit on the Closing Date; provided, that the consent of DB will be required for any modification, extension, renewal or other change to the term or tenor of any of the Existing Letters of Credit after the Closing Date, each Existing Letter of Credit shall be deemed to be a Dollar Letter of Credit issued hereunder on the Closing Date for all purposes under this Agreement and the other Loan Documents, subject to the last sentence of Section 2.05(b). Dollar Letters of Credit will be issued on a serial basis by each Primary Issuing Bank, in each case, at the direction of the Administrative Agent, with (i) such issuance to result in the Primary Issuing Banks sharing (to the extent reasonably practicable) ratably in the aggregate exposure with respect to Letters of Credit issued by such Issuing Lender, and (ii) the Dollar Letter of Credit Issuer Sublimit exposure of each Primary Issuing Bank to be subject to an individual sub-limit, which shall be $17,500,000 for DBNY, $17,500,000 for CS, $17,500,000 for JPM and $17,500,000 for RBC or in such other amounts from time to time as otherwise mutually agreed to by each such Primary Issuing LenderBank and the Lead Borrower.

Dollar Letters of Credit. Subject to and upon the terms and conditions herein set forthforth herein, Xxxxx-Xxxxxxxx may request(i) each Issuing Bank agrees, on behalf in each case in reliance upon the agreements of itselfthe other Revolving Lenders set forth in this Section 2.05, that an Issuing Lender issue, at any time and (A) from time to time on and after any Business Day during the period from the Closing Date, and Date to the fifth Business Day prior to the 30th Business Day preceding the Revolver Termination Revolving Credit Maturity Date, (x) upon the request of the Lead Borrower, to issue Dollar Letters of Credit issued only for the account of Xxxxx-Xxxxxxxx and for the benefit of any holder Lead Borrower (or any trustee, agent or other similar representative for Restricted Subsidiary; provided that to the extent that any such holder) of LC Supportable Indebtedness of Xxxxx-Xxxxxxxx or any of its SubsidiariesRestricted Subsidiary is not a Loan Party, an irrevocable standby letter of credit in Dollars, in a form customarily used and as provided from time to time by such Issuing Lender, or in such other form as has been approved by such Issuing Lender (each such standby letter of credit, a “Dollar Standby Letter of Credit” and, together with any Multicurrency Standby Letters of Credit, the “Standby Letters of Credit”), in support of LC Supportable Indebtedness and (y) for the account of Xxxxx-Xxxxxxxx and in support of trade obligations of Xxxxx-Xxxxxxxx or any of its Subsidiaries, an irrevocable sight letter of credit in a form customarily used and as provided from time to time by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such commercial letter of credit, a “Dollar Commercial Letter of Credit,” and, together with any Multicurrency Commercial Letters of Credit, the “Commercial Letters of Credit”) in support of commercial transactions of Company and its Subsidiaries; provided, however, no Dollar Letter of Credit shall be deemed an Investment in such Restricted Subsidiary and shall only be issued so long as it is permitted under Section 6.06) (provided that any Commercial Letter of Credit under the Dollar Equivalent Revolving Facility shall only be issued by JPM (or a successor thereto appointed pursuant to clause (i) of this Section 2.05 and which agrees to issue such Commercial Letters of Credit) and shall not exceed at any time an amount equal to (x) $10,000,000 minus (y) the Stated Amount aggregate amount of whichany outstanding Commercial Letters of Credit issued under the Multicurrency Revolving Facility; provided, when added further, that the Lead Borrower will be the applicant) and to the Effective Amount of all Dollar LC Obligations (exclusive of Unpaid Drawings relating to amend or renew Dollar Letters of Credit which are repaid on or prior to the date ofpreviously issued by it, in accordance with Section 2.05(b), and prior (B) to honor drafts under the issuance ofDollar Letters of Credit, and (ii) the respective Dollar Letter of Credit at such time), would exceed either (x) when aggregated with all Multicurrency Revolving Lenders severally agree to participate in the Dollar Letters of Credit issued pursuant to Section 2.11(a)(i) above, $350,000,000 (or, in the case of Standby Letters of Credit, when aggregated with all Multicurrency Letters of Credit issued pursuant to Section 2.11(a)(i) above for Restricted Standby Letter of Credit Purposes, $200,000,0002.05(d), (y) when added to the Dollar Equivalent of the aggregate principal amount of all Dollar Revolving Loans . On and Dollar LC Obligations then outstanding with respect to all Borrowers, the Total Dollar Revolving Commitment at such time or (z) without the consent of the applicable Issuing Lender (other than with respect to the Existing Letters of Credit on the Closing Date; provided, that the consent of DB will be required for any modification, extension, renewal or other change to the term or tenor of any of the Existing Letters of Credit after the Closing Date, each Existing Letter of Credit shall be deemed to be a Dollar Letter of Credit issued hereunder on the Closing Date for all purposes under this Agreement and the other Loan Documents, subject to the last sentence of Section 2.05(b). Dollar Letters of Credit will be issued on a serial basis by each Primary Issuing Bank, in each case, at the direction of the Administrative Agent, with (i) such issuance to result in the Primary Issuing Banks sharing (to the extent reasonably practicable) ratably in the aggregate exposure with respect to Letters of Credit issued by such Issuing Lender, and (ii) the Dollar Letter of Credit Issuer Sublimit exposure of each Primary Issuing Bank to be subject to an individual sub-limit, which shall be $24 million for DBNY, $23 million for CS and $23 million for JPM or in such other amounts from time to time as otherwise mutually agreed to by each such Primary Issuing LenderBank and the Lead Borrower.

Dollar Letters of Credit. Subject to and upon the terms and conditions herein set forth, XxxxxOxxxx-Xxxxxxxx may request, on behalf of itself, that an Issuing Lender issue, at any time and from time to time on and after the Closing Date, and prior to the 30th Business Day preceding the Revolver Termination Date, (x) for the account of XxxxxOxxxx-Xxxxxxxx and for the benefit of any holder (or any trustee, agent or other similar representative for any such holder) of LC Supportable Indebtedness of XxxxxOxxxx-Xxxxxxxx or any of its Subsidiaries, an irrevocable standby letter of credit in Dollars, in a form customarily used and as provided from time to time by such Issuing Lender, or in such other form as has been approved by such Issuing Lender (each such standby letter of credit, a “Dollar Standby Letter of Credit” and, together with any Multicurrency Standby Letters of Credit, the “Standby Letters of Credit”), in support of LC Supportable Indebtedness and (y) for the account of XxxxxOxxxx-Xxxxxxxx and in support of trade obligations of XxxxxOxxxx-Xxxxxxxx or any of its Subsidiaries, an irrevocable sight letter of credit in a form customarily used and as provided from time to time by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such commercial letter of credit, a “Dollar Commercial Letter of Credit,” and, together with any Multicurrency Commercial Letters of Credit, the “Commercial Letters of Credit”) in support of commercial transactions of Company and its Subsidiaries; provided, however, no Dollar Letter of Credit shall be issued the Dollar Equivalent of the Stated Amount of which, when added to the Effective Amount of all Dollar LC Obligations (exclusive of Unpaid Drawings relating to Dollar Letters of Credit which are repaid on or prior to the date of, and prior to the issuance of, the respective Dollar Letter of Credit at such time), would exceed either (x) when aggregated with all Multicurrency Letters of Credit issued pursuant to Section 2.11(a)(i) above, $350,000,000 (or, in the case of Standby Letters of Credit, when aggregated with all Multicurrency Letters of Credit issued pursuant to Section 2.11(a)(i) above for Restricted Standby Letter of Credit Purposes, $200,000,000), (y) when added to the Dollar Equivalent of the aggregate principal amount of all Dollar Revolving Loans and Dollar LC Obligations then outstanding with respect to all Borrowers, the Total Dollar Revolving Commitment at such time or (z) without the consent of the applicable Issuing Lender (other than with respect to the Existing Letters of Credit on the Closing Date; provided, that the consent of DB will be required for any modification, extension, renewal or other change to the term or tenor of any of the Existing Letters of Credit after the Closing Date), with respect to Letters of Credit issued by such Issuing Lender, the Letter of Credit Issuer Sublimit of such Issuing Lender.

Dollar Letters of Credit. Subject to and upon the terms and conditions herein set forthforth herein, Xxxxx-Xxxxxxxx may request(i) each Issuing Bank agrees, on behalf in each case in reliance upon the agreements of itselfthe other Revolving Lenders set forth in this Section 2.05, that an Issuing Lender issue, at any time and (A) from time to time on and after any Business Day during the period from the Closing Date, and Date to the fifth Business Day prior to the 30th Business Day preceding the Revolver Termination Revolving Credit Maturity Date, (x) upon the request of the Lead Borrower, to issue Dollar Letters of Credit issued only for the account of Xxxxx-Xxxxxxxx and for the benefit of any holder Lead Borrower (or any trustee, agent or other similar representative for Restricted Subsidiary; provided that to the extent that any such holder) of LC Supportable Indebtedness of Xxxxx-Xxxxxxxx or any of its SubsidiariesRestricted Subsidiary is not a Loan Party, an irrevocable standby letter of credit in Dollars, in a form customarily used and as provided from time to time by such Issuing Lender, or in such other form as has been approved by such Issuing Lender (each such standby letter of credit, a “Dollar Standby Letter of Credit” and, together with any Multicurrency Standby Letters of Credit, the “Standby Letters of Credit”), in support of LC Supportable Indebtedness and (y) for the account of Xxxxx-Xxxxxxxx and in support of trade obligations of Xxxxx-Xxxxxxxx or any of its Subsidiaries, an irrevocable sight letter of credit in a form customarily used and as provided from time to time by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such commercial letter of credit, a “Dollar Commercial Letter of Credit,” and, together with any Multicurrency Commercial Letters of Credit, the “Commercial Letters of Credit”) in support of commercial transactions of Company and its Subsidiaries; provided, however, no Dollar Letter of Credit shall be deemed an Investment in such Restricted Subsidiary and shall only be issued the Dollar Equivalent of the Stated Amount of which, when added so long as it is permitted under Section 6.06) and to the Effective Amount of all Dollar LC Obligations (exclusive of Unpaid Drawings relating to amend or renew Dollar Letters of Credit which are repaid on or prior to the date ofpreviously issued by it, in accordance with Section 2.05(b), and prior (B) to honor drafts under the issuance ofDollar Letters of Credit, and (ii) the respective Dollar Letter of Credit at such time), would exceed either (x) when aggregated with all Multicurrency Revolving Lenders severally agree to participate in the Dollar Letters of Credit issued pursuant to Section 2.11(a)(i) above, $350,000,000 (or, in the case of Standby Letters of Credit, when aggregated with all Multicurrency Letters of Credit issued pursuant to Section 2.11(a)(i) above for Restricted Standby Letter of Credit Purposes, $200,000,0002.05(d), (y) when added to the Dollar Equivalent of the aggregate principal amount of all Dollar Revolving Loans . On and Dollar LC Obligations then outstanding with respect to all Borrowers, the Total Dollar Revolving Commitment at such time or (z) without the consent of the applicable Issuing Lender (other than with respect to the Existing Letters of Credit on the Closing Date; provided, that the consent of DB will be required for any modification, extension, renewal or other change to the term or tenor of any of the Existing Letters of Credit after the Closing Date, each Existing Dollar Letter of Credit shall be deemed to be a Dollar Letter of Credit issued hereunder on the Closing Date for all purposes under this Agreement and the other Loan Documents, subject to the last sentence of Section 2.05(b). Dollar Letters of Credit will be issued on a serial basis by each Primary Issuing Bank, in each case, at the direction of the Administrative Agent, with (i) such issuance to result in the Primary Issuing Banks sharing (to the extent reasonably practicable) ratably in the aggregate exposure with respect to Letters of Credit issued by such Issuing Lender, and (ii) the Dollar Letter of Credit Issuer Sublimit exposure of each Primary Issuing Bank to be subject to an individual sub-limit, which shall be $15,000,000 for RBC, $15,000,000 for JPM, $15,000,000 for BofA and $15,000,000 for Barclays, or in either case, such other amounts from time to time as otherwise mutually agreed to by each such Primary Issuing LenderBank and the Lead Borrower. For the avoidance of doubt, Existing Dollar Letters of Credit of a Primary Issuing Bank shall count towards such Primary Issuing Bank’s individual sub- limit.

Dollar Letters of Credit. Subject to and upon the terms and conditions herein set forthforth herein, Xxxxx-Xxxxxxxx may request(i) each Issuing Bank agrees, on behalf in each case in reliance upon the agreements of itselfthe other Revolving Lenders set forth in this Section 2.05, that an Issuing Lender issue, at any time and (A) from time to time on and after any Business Day during the period from the Closing Date, and Date to the fifth Business Day prior to the 30th Business Day preceding the Revolver Termination Revolving Credit Maturity Date, (x) upon the request of the Lead Borrower, to issue Dollar Letters of Credit issued only for the account of Xxxxx-Xxxxxxxx and for the benefit of any holder Lead Borrower (or any trustee, agent or other similar representative for Restricted Subsidiary; provided that to the extent that any such holder) of LC Supportable Indebtedness of Xxxxx-Xxxxxxxx or any of its SubsidiariesRestricted Subsidiary is not a Loan Party, an irrevocable standby letter of credit in Dollars, in a form customarily used and as provided from time to time by such Issuing Lender, or in such other form as has been approved by such Issuing Lender (each such standby letter of credit, a “Dollar Standby Letter of Credit” and, together with any Multicurrency Standby Letters of Credit, the “Standby Letters of Credit”), in support of LC Supportable Indebtedness and (y) for the account of Xxxxx-Xxxxxxxx and in support of trade obligations of Xxxxx-Xxxxxxxx or any of its Subsidiaries, an irrevocable sight letter of credit in a form customarily used and as provided from time to time by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such commercial letter of credit, a “Dollar Commercial Letter of Credit,” and, together with any Multicurrency Commercial Letters of Credit, the “Commercial Letters of Credit”) in support of commercial transactions of Company and its Subsidiaries; provided, however, no Dollar Letter of Credit shall be deemed an Investment in such Restricted Subsidiary and shall only be issued the Dollar Equivalent of the Stated Amount of which, when added so long as it is permitted under Section 6.06) and to the Effective Amount of all Dollar LC Obligations (exclusive of Unpaid Drawings relating to amend or renew Dollar Letters of Credit which are repaid on or prior to the date ofpreviously issued by it, in accordance with Section 2.05(b), and prior (B) to honor drafts under the issuance ofDollar Letters of Credit, and (ii) the respective Dollar Letter of Credit at such time), would exceed either (x) when aggregated with all Multicurrency Revolving Lenders severally agree to participate in the Dollar Letters of Credit issued pursuant to Section 2.11(a)(i) above, $350,000,000 (or, in the case of Standby Letters of Credit, when aggregated with all Multicurrency Letters of Credit issued pursuant to Section 2.11(a)(i) above for Restricted Standby Letter of Credit Purposes, $200,000,0002.05(d), (y) when added to the Dollar Equivalent of the aggregate principal amount of all Dollar Revolving Loans . On and Dollar LC Obligations then outstanding with respect to all Borrowers, the Total Dollar Revolving Commitment at such time or (z) without the consent of the applicable Issuing Lender (other than with respect to the Existing Letters of Credit on the Closing Date; provided, that the consent of DB will be required for any modification, extension, renewal or other change to the term or tenor of any of the Existing Letters of Credit after the Closing Date, each Existing Dollar Letter of Credit shall be deemed to be a Dollar Letter of Credit issued hereunder on the Closing Date for all purposes under this Agreement and the other Loan Documents, subject to the last sentence of Section 2.05(b). Dollar Letters of Credit will be issued on a serial basis by each Primary Issuing Bank, in each case, at the direction of the Administrative Agent, with (i) such issuance to result in the Primary Issuing Banks sharing (to the extent reasonably practicable) ratably in the aggregate exposure with respect to Letters of Credit issued by such Issuing Lender, and (ii) the Dollar Letter of Credit Issuer Sublimit exposure of each Primary Issuing Bank to be subject to an individual sub-limit, which shall be $20,000,000 for RBC and $20,000,000 for JPM, or in either case, such other amounts from time to time as otherwise mutually agreed to by each such Primary Issuing LenderBank and the Lead Borrower. #94168740v7#95106251v8 For the avoidance of doubt, Existing Dollar Letters of Credit of a Primary Issuing Bank shall count towards such Primary Issuing Bank’s individual sub-limit.

Dollar Letters of Credit. Subject to and upon the terms and conditions herein set forthforth herein, Xxxxx-Xxxxxxxx may request(i) each Issuing Bank agrees, on behalf in each case in reliance upon the agreements of itselfthe other Revolving Lenders set forth in this Section 2.05, that an Issuing Lender issue, at any time and (A) from time to time on and after any Business Day during the period from the Closing Date, and Date to the fifth Business Day prior to the 30th Business Day preceding the Revolver Termination Revolving Credit Maturity Date, (x) upon the request of the Lead Borrower, to issue Dollar Letters of Credit issued only for the account of Xxxxx-Xxxxxxxx and for the benefit of any holder Lead Borrower (or any trustee, agent or other similar representative for Restricted Subsidiary; provided that to the extent that any such holder) of LC Supportable Indebtedness of Xxxxx-Xxxxxxxx or any of its SubsidiariesRestricted Subsidiary is not a Loan Party, an irrevocable standby letter of credit in Dollars, in a form customarily used and as provided from time to time by such Issuing Lender, or in such other form as has been approved by such Issuing Lender (each such standby letter of credit, a “Dollar Standby Letter of Credit” and, together with any Multicurrency Standby Letters of Credit, the “Standby Letters of Credit”), in support of LC Supportable Indebtedness and (y) for the account of Xxxxx-Xxxxxxxx and in support of trade obligations of Xxxxx-Xxxxxxxx or any of its Subsidiaries, an irrevocable sight letter of credit in a form customarily used and as provided from time to time by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such commercial letter of credit, a “Dollar Commercial Letter of Credit,” and, together with any Multicurrency Commercial Letters of Credit, the “Commercial Letters of Credit”) in support of commercial transactions of Company and its Subsidiaries; provided, however, no Dollar Letter of Credit shall be deemed an Investment in such Restricted Subsidiary and shall only be issued the Dollar Equivalent of the Stated Amount of which, when added so long as it is permitted under Section 6.06) and to the Effective Amount of all Dollar LC Obligations (exclusive of Unpaid Drawings relating to amend or renew Dollar Letters of Credit which are repaid on or prior to the date ofpreviously issued by it, in accordance with Section 2.05(b), and prior (B) to honor drafts under the issuance ofDollar Letters of Credit, and (ii) the respective Dollar Letter of Credit at such time), would exceed either (x) when aggregated with all Multicurrency Revolving Lenders severally agree to participate in the Dollar Letters of Credit issued pursuant to Section 2.11(a)(i) above, $350,000,000 (or, in the case of Standby Letters of Credit, when aggregated with all Multicurrency Letters of Credit issued pursuant to Section 2.11(a)(i) above for Restricted Standby Letter of Credit Purposes, $200,000,0002.05(d), (y) when added to the Dollar Equivalent of the aggregate principal amount of all Dollar Revolving Loans . On and Dollar LC Obligations then outstanding with respect to all Borrowers, the Total Dollar Revolving Commitment at such time or (z) without the consent of the applicable Issuing Lender (other than with respect to the Existing Letters of Credit on the Closing Date; provided, that the consent of DB will be required for any modification, extension, renewal or other change to the term or tenor of any of the Existing Letters of Credit after the Closing Date, each Existing Dollar Letter of Credit shall be deemed to be a Dollar Letter of Credit issued hereunder on the Closing Date for all purposes under this Agreement and the other Loan Documents, subject to the last sentence of Section 2.05(b). Dollar Letters of Credit will be issued on a serial basis by each Primary Issuing Bank, in each case, at the direction of the Administrative Agent, with (i) such issuance to result in the Primary Issuing Banks sharing (to the extent reasonably practicable) ratably in the aggregate exposure with respect to Letters of Credit issued by such Issuing Lender, and (ii) the Dollar Letter of Credit Issuer Sublimit exposure of each Primary Issuing Bank to be subject to an individual sub-limit, which shall be $20,000,000 for RBC and $20,000,000 for JPM, or in either case, such other amounts from time to time as otherwise mutually agreed to by each such Primary Issuing LenderBank and the Lead Borrower. For the avoidance of doubt, Existing Dollar Letters of Credit of a Primary Issuing Bank shall count towards such Primary Issuing Bank’s individual sub-limit.

Dollar Letters of Credit. Subject to and upon the terms and conditions herein set forthforth herein, Xxxxx-Xxxxxxxx may request(i) each Issuing Bank agrees, on behalf in each case in reliance upon the agreements of itselfthe other Revolving Lenders set forth in this Section 2.05, that an Issuing Lender issue, at any time and (A) from time to time on and after any Business Day during the period from the Closing Date, and Date to the fifth Business Day prior to the 30th Business Day preceding the Revolver Termination Revolving Credit Maturity Date, (x) upon the request of the Lead Borrower, to issue Dollar Letters of Credit issued only for the account of Xxxxx-Xxxxxxxx and for the benefit of any holder Lead Borrower (or any trustee, agent or other similar representative for Restricted Subsidiary; provided that to the extent that any such holder) of LC Supportable Indebtedness of Xxxxx-Xxxxxxxx or any of its SubsidiariesRestricted Subsidiary is not a Loan Party, an irrevocable standby letter of credit in Dollars, in a form customarily used and as provided from time to time by such Issuing Lender, or in such other form as has been approved by such Issuing Lender (each such standby letter of credit, a “Dollar Standby Letter of Credit” and, together with any Multicurrency Standby Letters of Credit, the “Standby Letters of Credit”), in support of LC Supportable Indebtedness and (y) for the account of Xxxxx-Xxxxxxxx and in support of trade obligations of Xxxxx-Xxxxxxxx or any of its Subsidiaries, an irrevocable sight letter of credit in a form customarily used and as provided from time to time by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such commercial letter of credit, a “Dollar Commercial Letter of Credit,” and, together with any Multicurrency Commercial Letters of Credit, the “Commercial Letters of Credit”) in support of commercial transactions of Company and its Subsidiaries; provided, however, no Dollar Letter of Credit shall be deemed an Investment in such Restricted Subsidiary and shall only be issued the Dollar Equivalent of the Stated Amount of which, when added so long as it is permitted under Section 6.06) and to the Effective Amount of all Dollar LC Obligations (exclusive of Unpaid Drawings relating to amend or renew Dollar Letters of Credit which are repaid on or prior to the date ofpreviously issued by it, in accordance with Section 2.05(b), and prior (B) to honor drafts under the issuance ofDollar Letters of Credit, and (ii) the respective Dollar Letter of Credit at such time), would exceed either (x) when aggregated with all Multicurrency Revolving Lenders severally agree to participate in the Dollar Letters of Credit issued pursuant to Section 2.11(a)(i) above, $350,000,000 (or, in the case of Standby Letters of Credit, when aggregated with all Multicurrency Letters of Credit issued pursuant to Section 2.11(a)(i) above for Restricted Standby Letter of Credit Purposes, $200,000,0002.05(d), (y) when added to the Dollar Equivalent of the aggregate principal amount of all Dollar Revolving Loans . On and Dollar LC Obligations then outstanding with respect to all Borrowers, the Total Dollar Revolving Commitment at such time or (z) without the consent of the applicable Issuing Lender (other than with respect to the Existing Letters of Credit on the Closing Date; provided, that the consent of DB will be required for any modification, extension, renewal or other change to the term or tenor of any of the Existing Letters of Credit after the Closing Date, each Existing Dollar Letter of Credit shall be deemed to be a Dollar Letter of Credit issued hereunder on the Closing Date for all purposes under this Agreement and the other Loan Documents, subject to the last sentence of Section 2.05(b). Dollar Letters of Credit will be issued on a serial basis by each Primary Issuing Bank, in each case, at the direction of the Administrative Agent, with (i) such issuance to result in the Primary Issuing Banks sharing (to the extent reasonably practicable) ratably in the aggregate exposure with respect to Letters of Credit issued by such Issuing Lender, and (ii) the Dollar Letter of Credit Issuer Sublimit exposure of each Primary Issuing Bank to be subject to an individual sub-limit, which shall be $20,000,000 for RBC and $20,000,000 for JPM, or in either case, such other amounts from time to time as otherwise mutually agreed to by each such Primary Issuing LenderBank and the Lead Borrower. For the avoidance of doubt, Existing Dollar Letters of Credit of a Primary Issuing Bank shall count towards such Primary Issuing Bank’s individual sub-limit.

Dollar Letters of Credit. Subject (a) From time to time while a Letter of Credit is outstanding and prior to the Facility Termination Date, the Issuing Bank will, upon the written request of the Company received by the Issuing Bank (with a copy sent by the Company to the Agent) at least ten (10) Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Dollar Letter of Credit issued by it. Each such request for amendment of a Dollar Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in such form as the Issuing Bank shall require and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Dollar Letter of Credit if: (1) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (2) the beneficiary of any such Letter of Credit does not accept the proposed amendment to the Letter of Credit. No Bank shall be obligated to participate in any amended Dollar Letter of Credit if such Bank would have no obligation at such time to participate in such Letter of Credit in its amended form under the terms of this Agreement if such Letter of Credit were newly issued pursuant to ARTICLE V. The Agent will promptly notify the Banks of the receipt by it of any request to amend a Letter of Credit. (b) The Issuing Bank and the Banks agree that, while a Dollar Letter of Credit is outstanding and prior to the Facility Termination Date, at the option of the Company and upon the written request of the Company received by the Issuing Bank (with a copy sent by the Company to the Agent) at least thirty (30) days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Dollar Letter of Credit issued by it. Each such request for renewal of a Dollar Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in such form as the Issuing Bank shall require, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other makers as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Dollar Letter of Credit if: (1) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (2) the beneficiary of any such Letter of Credit does not accept the proposed renewal of such Letter of Credit. No Bank shall be obligated to participate in any renewal of any Dollar Letter of Credit if such Bank would have no obligation at such time to participate in such Letter of Credit in its renewed form under the terms of this Agreement if such Letter of Credit were newly issued pursuant to this ARTICLE V. If any outstanding Dollar Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and conditions herein set forthif at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this PARAGRAPH (B) upon the request of the Company but the Issuing Bank shall not have received any required amendment or renewal application from the Company with respect to such renewal or other written direction by the Company with respect thereto, Xxxxx-Xxxxxxxx may requestthe Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, on behalf and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received a duly completed request from the Company requesting such renewal. (c) The Issuing Bank may, at its election (or as required by the Agent at the direction of itselfthe Required Banks), that an Issuing Lender issuedeliver any notices of termination or other communications to any Dollar Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time on and after time, in order to cause the Closing expiry date of such Letter of Credit to be a date not later than the Facility Termination Date, and prior . (d) The Issuing Bank will also deliver to the 30th Business Day preceding the Revolver Termination DateAgent, (x) for the account concurrently or promptly following its delivery of Xxxxx-Xxxxxxxx and for the benefit of any holder (or any trustee, agent or other similar representative for any such holder) of LC Supportable Indebtedness of Xxxxx-Xxxxxxxx or any of its Subsidiaries, an irrevocable standby letter of credit in Dollars, in a form customarily used and as provided from time to time by such Issuing Lender, or in such other form as has been approved by such Issuing Lender (each such standby letter of credit, a “Dollar Standby Letter of Credit” and, together with any Multicurrency Standby Letters or amendment to or renewal of a Dollar Letter of Credit, the “Standby Letters to an advising bank or a beneficiary, a true and complete copy of Credit”), in support of LC Supportable Indebtedness and (y) for the account of Xxxxx-Xxxxxxxx and in support of trade obligations of Xxxxx-Xxxxxxxx or any of its Subsidiaries, an irrevocable sight letter of credit in a form customarily used and as provided from time to time by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such commercial letter Letter of credit, a “Dollar Commercial Credit or amendment to or renewal of such Letter of Credit,” and, together with any Multicurrency Commercial Letters of Credit, the “Commercial Letters of Credit”) in support of commercial transactions of Company and its Subsidiaries; provided, however, no Dollar Letter of Credit shall be issued the Dollar Equivalent of the Stated Amount of which, when added to the Effective Amount of all Dollar LC Obligations (exclusive of Unpaid Drawings relating to Dollar Letters of Credit which are repaid on or prior to the date of, and prior to the issuance of, the respective Dollar Letter of Credit at such time), would exceed either (x) when aggregated with all Multicurrency Letters of Credit issued pursuant to Section 2.11(a)(i) above, $350,000,000 (or, in the case of Standby Letters of Credit, when aggregated with all Multicurrency Letters of Credit issued pursuant to Section 2.11(a)(i) above for Restricted Standby Letter of Credit Purposes, $200,000,000), (y) when added to the Dollar Equivalent of the aggregate principal amount of all Dollar Revolving Loans and Dollar LC Obligations then outstanding with respect to all Borrowers, the Total Dollar Revolving Commitment at such time or (z) without the consent of the applicable Issuing Lender (other than with respect to the Existing Letters of Credit on the Closing Date; provided, that the consent of DB will be required for any modification, extension, renewal or other change to the term or tenor of any of the Existing Letters of Credit after the Closing Date), with respect to Letters of Credit issued by such Issuing Lender, the Letter of Credit Issuer Sublimit of such Issuing Lender.