Common use of Existing Letters of Credit Clause in Contracts

Existing Letters of Credit. On the Effective Date, each Issuing Lender that has issued an Existing Letter of Credit shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Lender, a participation in such Existing Letter of Credit and the related Letter of Credit Liabilities to the extent of its Applicable Percentage. On and after the Effective Date, each Existing Letter of Credit shall constitute a Letter of Credit for all purposes hereof. An Existing Letter of Credit may contain a statement to the effect that such Existing Letter of Credit is issued for the account of a Subsidiary of the Borrower; provided, however, that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Credit Agreement for such Existing Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Existing Letter of Credit. The Existing Letters of Credit include certain Letters of Credit denominated in certain currencies other than Dollars. Notwithstanding the limitation in Section 2.12(b) that Letters of Credit issued pursuant to this Agreement shall be denominated solely in Dollars, such Existing Letters of Credit (and renewals and extensions thereof) may be maintained in the respective currencies in which they are currently denominated pursuant to procedures mutually satisfactory to the Borrower, the Issuing Lender and the Administrative Agent pursuant to which the Dollar equivalent thereof shall be determined from time to time and such Dollar equivalent shall be utilized for purposes of determining the rights and obligations of the Lenders hereunder with respect to such Existing Letters of Credit; provided that (i) in no event shall any Lender be required to make payment hereunder in any currency other than Dollars, (ii) in no event shall any change in the Dollar equivalent of any such Existing Letter of Credit cause the Total Outstanding Amount to exceed the Total Commitment and (iii) the foregoing shall not affect the obligation of the Borrower to reimburse the Issuing Lender for any drawing under any such Existing Letter of Credit in the currency in which such drawing was made.

Existing Letters of Credit. On the Effective Date, each Issuing Lender that has issued an Existing Letter of Credit shall be deemed, without further action by any party hereto, (x) the Deposit Issuing Bank shall be deemed to have sold granted to each Deposit Lender, and each Deposit Lender shall be deemed, without further action by any party hereto, deemed to have purchased acquired from the Deposit Issuing LenderBank, a participation in each Existing Deposit Letter of Credit equal to such Lender’s Deposit Percentage of (A) the aggregate amount available to be drawn under such Existing Deposit Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof; and (y) each Revolving Issuing Bank that has issued an Existing Revolving Letter of Credit shall be deemed to have granted to each Revolving Lender, and each Revolving Lender shall be deemed to have acquired from such Issuing Bank, a participation in each such Existing Revolving Letter of Credit equal to such Lender’s Revolving Percentage of (A) the aggregate amount available to be drawn under such Existing Revolving Letter of Credit, as applicable, and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof. With respect to each Existing Letter of Credit (i) if the relevant Issuing Bank has heretofore sold a participation therein to a Lender, such Issuing Bank and such Lender agree that such participation shall be automatically canceled on the related Letter Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of Credit Liabilities such participation on or prior to the extent of its Applicable PercentageEffective Date. On and after the Effective Date, each such Existing Letter of Credit shall constitute be a Letter of Credit for all purposes hereof. An Existing Letter of Credit may contain a statement to the effect that such Existing Letter of Credit is issued for the account of a Subsidiary of the Borrower; provided, however, that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Credit Agreement for such Existing Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Existing Letter of Credit. The Existing Letters of Credit include certain Letters of Credit denominated in certain currencies other than Dollars. Notwithstanding the limitation in Section 2.12(b) that Letters of Credit issued pursuant to this Agreement shall be denominated solely in Dollars, such Existing Letters of Credit (and renewals and extensions thereof) may be maintained in the respective currencies in which they are currently denominated pursuant to procedures mutually satisfactory to the Borrower, the Issuing Lender and the Administrative Agent pursuant to which the Dollar equivalent thereof shall be determined from time to time and such Dollar equivalent shall be utilized for purposes of determining the rights and obligations of the Lenders hereunder with respect to such Existing Letters of Credit; provided that (i) in no event shall any Lender be required to make payment hereunder in any currency other than Dollars, (ii) in no event shall any change in the Dollar equivalent of any such Existing Letter of Credit cause the Total Outstanding Amount to exceed the Total Commitment and (iii) the foregoing shall not affect the obligation of the Borrower to reimburse the Issuing Lender for any drawing under any such Existing Letter of Credit in the currency in which such drawing was madehereunder.

Existing Letters of Credit. On the Effective Date, each Issuing Lender that has issued an Existing Letter of Credit shall be deemed, without further action by any party hereto, (x) the Deposit Issuing Bank shall be deemed to have sold granted to each Deposit Lender, and each Deposit Lender shall be deemed, without further action by any party hereto, deemed to have purchased acquired from the Deposit Issuing LenderBank, a participation in each Existing Letter of Credit listed in Part A of Schedule 4 equal to such Lender’s Deposit Percentage of (A) the aggregate amount available to be drawn under such Existing Letter of Credit and (B) the related aggregate amount of any outstanding reimbursement obligations in respect thereof; and (y) each Issuing Bank that has issued an Existing Letter of Credit Liabilities listed in Part B of Schedule 4 or an Additional Covered Letter of Credit shall be deemed to have granted to each Revolving Lender, and each Revolving Lender shall be deemed to have acquired from such Issuing Bank, a participation in each such Existing Letter of Credit and each such Additional Covered Letter of Credit equal to such Lender’s Revolving Percentage of (A) the aggregate amount available to be drawn under such Existing Letter of Credit or such Additional Covered Letter of Credit, as applicable, and (B) the aggregate amount of any outstanding reimbursement obligations in respect of such Existing Letter of Credit or such Additional Covered Letter of Credit, as applicable. With respect to each Existing Letter of Credit and each Additional Covered Letter of Credit (i) if the relevant Issuing Bank has heretofore sold a participation therein to a Lender, such Issuing Bank and such Lender agree that such participation shall be automatically canceled on the Effective Date and (ii) if the relevant Issuing Bank has heretofore sold a participation therein to any bank or financial institution that is not a Lender, such Issuing Bank shall procure the termination of such participation on or prior to the extent of its Applicable PercentageEffective Date. On and after the Effective Date, each Existing Letter of Credit shall constitute a Letter of Credit for all purposes hereof. An Existing Letter of Credit may contain a statement to the effect that such Existing Letter of Credit is issued for the account of a Subsidiary of the Borrower; provided, however, that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Credit Agreement for such Existing Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Existing each Additional Covered Letter of Credit. The Existing Letters of Credit include certain Letters of Credit denominated in certain currencies other than Dollars. Notwithstanding the limitation in Section 2.12(b) that Letters shall be a Letter of Credit issued pursuant to this Agreement shall be denominated solely in Dollars, such Existing Letters of Credit (and renewals and extensions thereof) may be maintained in the respective currencies in which they are currently denominated pursuant to procedures mutually satisfactory to the Borrower, the Issuing Lender and the Administrative Agent pursuant to which the Dollar equivalent thereof shall be determined from time to time and such Dollar equivalent shall be utilized for purposes of determining the rights and obligations of the Lenders hereunder with respect to such Existing Letters of Credit; provided that (i) in no event shall any Lender be required to make payment hereunder in any currency other than Dollars, (ii) in no event shall any change in the Dollar equivalent of any such Existing Letter of Credit cause the Total Outstanding Amount to exceed the Total Commitment and (iii) the foregoing shall not affect the obligation of the Borrower to reimburse the Issuing Lender for any drawing under any such Existing Letter of Credit in the currency in which such drawing was madehereunder.

Existing Letters of Credit. On Notwithstanding anything to the Effective contrary herein, as of the Closing Date, each Issuing Lender that has issued an all of the Existing Letter Letters of Credit shall be deemeddeemed to be Letters of Credit issued hereunder and shall be subject to all of the terms and provisions of this Agreement and the other Priority Secured Loan Documents, without further action by any party hereto, including all terms and provisions of this Agreement and the other Priority Secured Loan Documents applicable to have sold to each LenderLetters of Credit issued hereunder, and each Lender person liable as an account party thereunder shall be deemed, without further action by any party hereto, to have purchased from the Issuing Lender, a participation in such Existing Letter of Credit automatically released and the related Letter of Credit Liabilities to the extent of its Applicable Percentage. On and after the Effective Date, each Existing Letter of Credit shall constitute a Letter of Credit for all purposes hereof. An Existing Letter of Credit may contain a statement to the effect that such Existing Letter of Credit is issued for the account of a Subsidiary of the Borrower; provided, however, that notwithstanding such statement, the Borrower Company shall be deemed to be the actual account party for all purposes of this Credit Agreement for such Existing Letter of Credit thereunder and such statement shall not affect the Borrower’s reimbursement hereunder. Each Lender agrees that its obligations hereunder with respect to such Existing Letter Letters of Credit. The Credit pursuant to this Section 3 shall include the Existing Letters of Credit include certain Letters and Company hereby (a) represents, warrants, agrees, covenants and reaffirms that it has no (and it permanently and irrevocably waives and releases Administrative Agent and Lenders from any, to the extent arising on or prior to the Closing Date) defense, set off, claim or counterclaim against Administrative Agent or any Lender in regard to its Obligations in respect of Credit denominated in certain currencies other than Dollars. Notwithstanding the limitation in Section 2.12(b) that Letters of Credit issued pursuant to this Agreement shall be denominated solely in Dollars, such Existing Letters of Credit and (and renewals and extensions thereofb) may be maintained in the respective currencies in which they are currently denominated pursuant reaffirms its obligation to procedures mutually satisfactory to the Borrower, the reimburse Issuing Lender and the Administrative Agent pursuant to which the Dollar equivalent thereof shall be determined from time to time and such Dollar equivalent shall be utilized for purposes of determining the rights and obligations of the Lenders hereunder with respect to honored drawings under such Existing Letters of Credit in accordance with the terms and provisions of this Agreement and the other Priority Secured Loan Documents applicable to Letters of Credit issued hereunder. With respect to each Existing Letter of Credit; provided that (i) in no event shall any Lender be required , for the period commencing on the Closing Date to make payment hereunder in any currency other than Dollars, (ii) in no event shall any change in and including the Dollar equivalent expiration date of any such Existing Letter of Credit cause Credit, Company shall pay all fees and commissions set forth in subsection 3.2 at the Total Outstanding Amount times and in the manner set forth therein. Except to exceed the Total Commitment and (iii) the foregoing shall not affect the obligation of the Borrower to reimburse the extent otherwise set forth in this Section 3, BTCo, as Issuing Lender for the Existing Letters of Credit, shall not have any drawing under obligation to extend or renew any such Existing Letter of Credit in the currency in which such drawing was madeCredit.

Existing Letters of Credit. On Borrower, Lenders and Administrative Agent acknowledge that under the Existing Indebtedness Documents LaSalle is the letter of credit issuer and pursuant thereto LaSalle has issued certain letters of credit which remain outstanding as of the Effective Date as set forth on Exhibit 3.4 (collectively, the "Existing LCs"). With respect to the Existing LCs, LaSalle shall be entitled to all of the benefits and rights that the Letter of Credit Issuer is entitled to hereunder, and the Existing LCs shall be deemed to be "Letters of Credit" hereunder and subject to all of the terms hereunder, including, without limitation, interest on drawings and all fees owing or payable in connection therewith as set forth in this Agreement (including, without limitation, the Letter of Credit Fee). LaSalle shall on the date of the initial Revolving Loan Advance distribute, without setoff, to each other Lender its pro-rata share of the Letter of Credit Fee (based on the Eurodollar Margin in effect on the Effective Date) for each Existing LC for the remainder of the current calendar quarter and thereafter quarterly in advance in accordance with this Agreement. On the date of the initial Revolving Loan Advance, each Issuing Lender that has issued an Existing Letter of Credit LaSalle shall be deemed, without further action by any party hereto, deemed to have sold and transferred to each other Lender, and each such other Lender shall be deemed, without further action by any party hereto, deemed to have purchased and received from the Issuing LenderLaSalle, a pro-rata undivided interest and participation in such each Existing LC, the reimbursement obligation of Borrower with respect thereto, and any guaranty thereof or collateral therefor. Such other Lender's pro-rata undivided interest shall be the same as its pro-rata share of the Aggregate Revolving Loan Commitment. Borrower agrees to pay to LaSalle the Letter of Credit Fee and the related Letter other fees applicable to Letters of Credit Liabilities to the extent of its Applicable Percentage. On and after the Effective Date, on each Existing Letter of Credit shall constitute a Letter of Credit for all purposes hereof. An Existing Letter of Credit may contain a statement to LC in the effect that such Existing Letter of Credit is issued for the account of a Subsidiary of the Borrower; amounts set forth in this Agreement, provided, however, that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Credit Agreement for such Existing Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Existing Letter of Credit. The Existing Letters of Credit include certain Letters of Credit denominated in certain currencies other than Dollars. Notwithstanding the limitation in Section 2.12(b) that Letters of Credit issued pursuant to this Agreement shall be denominated solely in Dollars, such Existing Letters of Credit (and renewals and extensions thereof) may be maintained in the respective currencies in which they are currently denominated pursuant to procedures mutually satisfactory to the Borrower, the Issuing Lender and the Administrative Agent pursuant to which the Dollar equivalent thereof shall be determined from time to time and such Dollar equivalent shall be utilized for purposes of determining the rights and obligations of the Lenders hereunder with respect to such Existing Letters of Credit; provided that (i) in no event shall any Lender a Fronting Fee be required payable by Borrower with respect to make payment hereunder in any currency other than Dollars, (ii) in no event shall any change in the Dollar equivalent of any such Existing Letter of Credit cause the Total Outstanding Amount to exceed the Total Commitment and (iii) the foregoing shall not affect the obligation of the Borrower to reimburse the Issuing Lender for any drawing under any such Existing Letter of Credit in the currency in which such drawing was madeLCs.

Existing Letters of Credit. On Subject to the terms and conditions hereof and of the Amended Credit Agreement, (i) the parties hereto agree that each of the Letters of Credit set forth on Schedule C attached hereto and made a part hereof (the “Existing Letters of Credit”) that is outstanding on the Amendment Effective DateDate shall, each Issuing Lender that has issued an Existing effective as of the Amendment Effective Date and without any further action by the Credit Parties, UBS in its capacity as the applicable Letter of Credit shall Issuer, the Lenders or any other Person, be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Lender, continued as a participation in such Existing Letter of Credit and under the related Letter of Amended Credit Liabilities to the extent of its Applicable Percentage. On Agreement, from and after the Amendment Effective Date, each Existing Letter of Credit shall constitute Date be deemed a Letter of Credit for all purposes hereof. An Existing Letter under the Amended Credit Agreement and be subject to and governed by the terms and conditions of the Amended Credit may contain a statement to the effect that Agreement, in each case until such Existing Letter of Credit expires in accordance with its terms or is issued for the account of a Subsidiary otherwise canceled and returned to UBS and (ii) solely in respect of the Borrower; providedExisting Letters of Credit, howeverUBS shall, that notwithstanding such statementeffective as of the Amendment Effective Date and without any further action by the Credit Parties, UBS in its capacity as the applicable Letter of Credit Issuer, the Borrower shall Lenders or any other Person, continue as a Letter of Credit Issuer under the Amended Credit Agreement solely in respect of the Existing Letters of Credit, from and after the Amendment Effective Date be deemed a Letter of Credit Issuer solely in respect of the actual account party Existing Letters of Credit for all purposes of this under the Amended Credit Agreement for and be subject to and governed by, and have the rights, powers, privileges and duties of a Letter of Credit Issuer solely in respect of the Existing Letters of Credit pursuant the terms and conditions of, the Amended Credit Agreement. Each Revolving Credit Lender acknowledges and agrees that, on and as of the Amendment Effective Date and without any further action by the Credit Parties, UBS in its capacity as the applicable Letter of Credit Issuer, the Lenders or any other Person, all outstanding L/C Participations in Existing Letters of Credit shall be canceled and UBS in its capacity as a Letter of Credit Issuer in respect of the Existing Letters of Credit shall be deemed to have sold and transferred to each Revolving Credit Lender (after giving effect to this Amendment), and each such Revolving Credit Lender shall be deemed irrevocably and unconditionally to have purchased and received from UBS in its capacity as a Letter of Credit Issuer in respect of the Existing Letters of Credit, an L/C Participation in each Existing Letter of Credit issued by UBS and outstanding on and as of the Amendment Effective Date equal to such statement shall not affect Revolving Credit Lender’s Revolving Credit Commitment Percentage (calculated after giving effect to the Borrower’s reimbursement obligations hereunder with respect effectiveness of the 2019 Revolving Credit Commitments under the Amended Credit Agreement) of the aggregate amount available to be drawn under such Existing Letter of Credit. The Existing Such L/C Participation shall be governed by the terms of Sections 3.3 and 3.4 of the Amended Credit Agreement. Notwithstanding anything to the contrary contained herein, in the Amended Credit Agreement or any other Credit Document or otherwise, it is understood and agreed that, effective as of the Amendment Effective Date, UBS shall have no Letter of Credit Commitment or other commitment or obligation to issue any additional Letters of Credit include certain Letters under the Amended Credit Agreement or to extend or renew any Existing Letter of Credit denominated in certain currencies other than Dollars. Notwithstanding the limitation in Section 2.12(b) that Letters of Credit issued pursuant to this Agreement shall be denominated solely in Dollars, such Existing Letters of Credit (and renewals and extensions thereof) may be maintained in the respective currencies in which they are currently denominated pursuant to procedures mutually satisfactory to the Borrower, the Issuing Lender and the Administrative Agent pursuant Credit Parties hereby agree not to which the Dollar equivalent thereof shall be determined from time to time and such Dollar equivalent shall be utilized for purposes of determining the rights and obligations extend or renew any of the Lenders hereunder with respect to such Existing Letters of Credit; provided that (i) in no event shall any Lender be required to make payment hereunder in any currency other than Dollars, (ii) in no event shall any change in the Dollar equivalent of any such Existing Letter of Credit cause the Total Outstanding Amount to exceed the Total Commitment and (iii) the foregoing shall not affect the obligation of the Borrower to reimburse the Issuing Lender for any drawing under any such Existing Letter of Credit in the currency in which such drawing was made.

Existing Letters of Credit. On the Effective Closing Date, (i) each Issuing Lender that has issued an Existing U.S. Letter of Credit shall be deemed, without further action by any party hereto, to have sold to each U.S. Revolving Lender, and each such U.S. Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from the each such Issuing Lender, a without recourse or warranty, an undivided participation interest in such Existing U.S. Letter of Credit and the related U.S. LC Obligations in the proportion its U.S. Revolving Commitment Percentage bears to the U.S. Revolving Committed Amount (although any fronting fee payable under SECTION 2.12 shall be payable directly to the Canadian Administrative Agent for the account of each applicable Issuing Lender, and the Lenders (other than the applicable Issuing Lender) shall have no right to receive any portion of such fronting fee) and any security therefor or guaranty pertaining thereto, and (ii) each Issuing Lender that has issued an Existing Canadian Letter of Credit Liabilities shall be deemed, without further action by any party hereto, to have sold to each Canadian Revolving Lender, and each such Canadian Revolving Lender shall be deemed, without further action by any party thereto, to have purchased from each such Issuing Lender, without recourse or warranty, an undivided participation interest in such Existing Canadian Letter of Credit and the related Canadian LC Obligations in the proportion its Canadian Revolving Commitment Percentage bears to the extent Canadian Revolving Committed Amount (although any fronting fee payable under SECTION 2.12 shall be payable directly to the Canadian Administrative Agent for the account of its Applicable Percentageeach applicable Issuing Lender, and the Lenders (other than the applicable Issuing Lender) shall have no right to receive any portion of such fronting fee) and any security therefor or guaranty pertaining thereto. On and after the Effective Closing Date, each Existing Letter of Credit shall constitute a Letter of Credit for all purposes hereof. An Existing Letter of Credit may contain a statement to the effect that such Existing Letter of Credit is issued for the account of a Subsidiary of the Borrower; provided, however, that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Credit Agreement for such Existing Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Existing Letter of Credit. The Existing Letters of Credit include certain Letters of Credit denominated in certain currencies other than Dollars. Notwithstanding the limitation in Section 2.12(b) that Letters of Credit issued pursuant to this Agreement shall be denominated solely in Dollars, such Existing Letters of Credit (and renewals and extensions thereof) may be maintained in the respective currencies in which they are currently denominated pursuant to procedures mutually satisfactory to the Borrower, the Issuing Lender and the Administrative Agent pursuant to which the Dollar equivalent thereof shall be determined from time to time and such Dollar equivalent shall be utilized for purposes of determining the rights and obligations of the Lenders hereunder with respect to such Existing Letters of Credit; provided that (i) in no event shall any Lender be required to make payment hereunder in any currency other than Dollars, (ii) in no event shall any change in the Dollar equivalent of any such Existing Letter of Credit cause the Total Outstanding Amount to exceed the Total Commitment and (iii) the foregoing shall not affect the obligation of the Borrower to reimburse the Issuing Lender for any drawing under any such Existing Letter of Credit in the currency in which such drawing was made.

Existing Letters of Credit. On the Effective Date, each Issuing Lender that has issued an Each Existing Letter of Credit shall be deemeddeemed for all purposes of this Agreement to be a Letter of Credit, without further action by any party heretoand each application or other documentation submitted in connection with each Existing Letter of Credit shall be deemed for all purposes of this Agreement to be a Letter of Credit Agreement. On the date of execution of this Agreement, Issuing Lender shall be deemed automatically to have sold to each Lenderand transferred, and each other Revolving Credit Lender shall be deemeddeemed automatically, without further action by any party heretoirrevocably, and unconditionally to have purchased and received from the Issuing Lender, a without recourse or warranty, an undivided interest and participation (on the terms set forth herein), to the extent of such other Revolving Credit Lender’s Revolving Credit Percentage, in such each Existing Letter of Credit and the related applicable Letter of Credit Liabilities to the extent of its Applicable PercentageObligations with respect thereto and any security therefor or guaranty pertaining thereto. On and after the Effective Date, each Existing Letter of Credit Fees paid under the Prior Credit Agreement shall constitute not be recalculated, redistributed or reallocated by Agent to Revolving Credit Lenders; provided that Company shall pay to any new Revolving Credit Lenders becoming parties hereto on the Restatement Date (or any existing Revolving Credit Lender increasing its Revolving Credit Percentage on such date) a special letter of credit fee on the Existing Letters of Credit, calculated on the basis of the Letter of Credit for all purposes hereof. An Existing Letter of Credit may contain a statement Fees which would be applicable to the effect that such Existing Letter of Credit is issued for the account of a Subsidiary of the Borrower; provided, however, that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Credit Agreement for such Existing Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Existing Letter of Credit. The Existing Letters of Credit include certain Letters of Credit denominated in certain currencies other than Dollars. Notwithstanding the limitation in Section 2.12(b) that Letters of Credit issued pursuant to this Agreement shall be denominated solely in Dollars, such Existing Letters of Credit if issued on the Restatement Date (and renewals and extensions thereof) may be maintained but in the respective currencies in which they are currently denominated pursuant to procedures mutually satisfactory case of any existing Revolving Credit Lender, computed only to the Borrower, the Issuing Lender and the Administrative Agent pursuant to which the Dollar equivalent thereof shall be determined from time to time and such Dollar equivalent shall be utilized for purposes of determining the rights and obligations extent of the Lenders hereunder with respect applicable increase in its Revolving Credit Percentage) for the period from the Restatement Date to the expiration date of such Existing Letters of Credit; provided that (i) in no event shall any Lender be required to make payment hereunder in any currency other than Dollars, (ii) in no event shall any change in the Dollar equivalent of any such Existing Letter of Credit cause the Total Outstanding Amount to exceed the Total Commitment and (iii) the foregoing shall not affect the obligation of the Borrower to reimburse the Issuing Lender for any drawing under any such Existing Letter of Credit in the currency in which such drawing was made.

Existing Letters of Credit. On To the Effective extent that on the Closing Date any "Letters of Credit" under and as defined in the Existing Credit Agreements shall be outstanding then, on the Closing Date, subject to the satisfaction of the conditions precedent set forth in Section 6 hereof, each Issuing Lender that has issued an Existing Letter of Credit such "Letters of Credit" shall be deemed, without further action by any party hereto, to have sold to each Lenderautomatically, and each Lender shall be deemedwithout any action on the part of any Person, without further action by any party hereto, to have purchased from the Issuing Lender, a participation in such Existing Letter of Credit and the related Letter of Credit Liabilities to the extent of its Applicable Percentage. On and after the Effective Date, each Existing Letter of Credit shall constitute become a Letter of Credit for all purposes hereof. An hereunder, and JPMCB, as the "Issuing Lender" under the Existing Letter Credit Agreements, hereby unconditionally releases each "Revolving Credit Lender" under the Existing Credit Agreements from any liability under such "Revolving Credit Lender's" participation in respect of Credit may contain a statement to the effect that such Existing Letter of Credit is issued for the account of a Subsidiary of the Borrower; provided, however, that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Credit Agreement for such Existing Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Existing "Letter of Credit". The Existing Letters of Credit include certain Letters of Credit denominated in certain currencies other than Dollars. Notwithstanding the limitation in Section 2.12(b) that Letters of Credit issued pursuant to this Agreement shall be denominated solely in Dollars, such Existing Letters of Credit (Borrowers hereby indemnify and renewals and extensions thereof) may be maintained in the respective currencies in which they are currently denominated pursuant to procedures mutually satisfactory to the Borrower, the Issuing hold harmless each Lender and the Administrative Agent pursuant from and against any and all claims and damages, losses, liabilities, costs or expenses that such Credit Agreement Lender or the Administrative Agent may incur (or that may be claimed against such Lender or the Administrative Agent by any Person whatsoever) by reason of or in connection with the execution and delivery or transfer of or payment or refusal to which the Dollar equivalent thereof shall be determined from time to time and such Dollar equivalent shall be utilized for purposes of determining the rights and obligations of the Lenders hereunder with respect to such Existing Letters pay by any Issuing Lender under any Letter of Credit; provided that (i) in no event the Borrowers shall any Lender not be required to make payment hereunder in indemnify any currency other than DollarsLender or the Administrative Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (iix) in no event shall any change in the Dollar equivalent willful misconduct or gross negligence of any such Existing Issuing Lender in determining whether a request presented under any Letter of Credit cause complied with the Total Outstanding Amount to exceed the Total Commitment and (iii) the foregoing shall not affect the obligation terms of the Borrower to reimburse the Issuing Lender for any drawing under any such Existing Letter of Credit or (y) in the currency case of any Issuing Lender, such Xxxxxx's failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. Nothing in which such drawing was madethis Section 2.03 is intended to limit the other obligations of the Borrowers, any Lender or the Administrative Agent under this Agreement.

Existing Letters of Credit. On the Effective Date, each Issuing Lender that has issued an Existing Letter Certain letters of Credit shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Lender, a participation in such Existing Letter of Credit and the related Letter of Credit Liabilities to the extent of its Applicable Percentage. On and after the Effective Date, each Existing Letter of Credit shall constitute a Letter of Credit for all purposes hereof. An Existing Letter of Credit may contain a statement to the effect that such Existing Letter of Credit is credit issued for the account of a Subsidiary the Company by Fleet National Bank N.A., SunTrust Bank, Wachovia Bank, National Association, and Deutsche Bank AG New York Branch and outstanding on the Effective Date are identified on Schedule 2.06 (the “Existing YRC Letters of Credit”). As of the BorrowerEffective Date, (i) the Existing YRC Letters of Credit shall be deemed to be Letters of Credit issued pursuant to and in compliance with this Section 2.06 as Letters of Credit under the US Tranche, (ii) the undrawn amount of the Existing YRC Letters of Credit and the unreimbursed amount of LC Disbursements with respect to the Existing YRC Letters of Credit shall be included in the calculation of LC Exposure and US Tranche LC Exposure, and (iii) the provisions of this Section 2.06 and Section 2.13(b) shall apply to the Existing YRC Letters of Credit, and the Company and the Lenders hereby expressly acknowledge their respective obligations hereunder with respect to the Existing YRC Letters of Credit. Certain letters of credit issued for the account of USF by Xxxxxx Trust and Savings Bank pursuant to the USF Credit Agreement (the “Existing USF Letters of Credit”) are expected to be outstanding on the effective date of the termination of the USF Credit Agreement in connection with the closing of the USF Merger. As of the later of (A) the effective date of the termination of the USF Credit Agreement and (B) the effective date of the USF Merger, (i) the Existing USF Letters of Credit then outstanding shall be deemed to be Letters of Credit issued pursuant to and in compliance with this Section 2.06 as Letters of Credit under the US Tranche, (ii) the undrawn amount of the Existing USF Letters of Credit and the unreimbursed amount of LC Disbursements with respect to the Existing USF Letters of Credit shall be included in the calculation of LC Exposure and US Tranche Exposure, and (iii) the provisions of this Section 2.06 and Section 2.13(b) shall apply to the Existing USF Letters of Credit, and the Company and the Lenders hereby expressly acknowledge their respective obligations hereunder with respect to the Existing USF Letters of Credit; provided, however, that notwithstanding the Existing USF Letters of Credit shall only be deemed to be Letters of Credit issued hereunder and the foregoing clauses (i)-(iii) shall only be applicable if (x), after giving effect to such statementdeemed issuance of the Existing USF Letters of Credit, the Borrower US Tranche Exposure shall not exceed the total US Tranche Commitments, (y) the Existing USF Letters of Credit are denominated in US Dollars or an Alternative Currency and are in otherwise in the form and substance required for Letters of Credit to be issued under this Section 2.06 and (z) the actual account party for Company shall have delivered to the Administrative Agent a schedule of all purposes of this Credit Agreement for such Existing USF Letters of Credit, which schedule shall identify (1) the issuer of each such Existing USF Letter of Credit, (2) the beneficiary of each such Existing USF Letter of Credit, (3) the face amount of each such Existing USF Letter of Credit and such statement shall not affect (4) the Borrower’s reimbursement obligations hereunder with respect to expiry date of each such Existing USF Letter of Credit. The Existing Letters of Credit include certain Letters of Credit denominated in certain currencies other than Dollars. Notwithstanding the limitation in Section 2.12(b) that Letters of Credit issued pursuant to this Agreement shall be denominated solely in Dollars, such Existing Letters of Credit (and renewals and extensions thereof) may be maintained in the respective currencies in which they are currently denominated pursuant to procedures mutually satisfactory to the Borrower, the Issuing Lender and the Administrative Agent pursuant to which the Dollar equivalent thereof shall be determined from time to time and such Dollar equivalent shall be utilized for purposes of determining the rights and obligations of the Lenders hereunder with respect to such Existing Letters of Credit; provided that (i) in no event shall any Lender be required to make payment hereunder in any currency other than Dollars, (ii) in no event shall any change in the Dollar equivalent of any such Existing Letter of Credit cause the Total Outstanding Amount to exceed the Total Commitment and (iii) the foregoing expiry date shall not affect the obligation of the Borrower to reimburse the Issuing Lender for any drawing be a date later than a date permitted under any such Existing Letter of Credit in the currency in which such drawing was madeSection 2.06(c) above).

Existing Letters of Credit. On The Loan Parties, the L/C Administrator and the Lenders agree that, as of the Effective Date, each Issuing Lender that has issued an Existing Letter of Credit shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Lender, a participation in such Existing Letter of Credit and the related Letter of Credit Liabilities to the extent of its Applicable Percentage. On and after the Effective Date, (i) each Existing Letter of Credit shall constitute described on Schedule 2.03 which is a Several Letter of Credit for all purposes hereof. An Existing Letter of Credit may contain a statement to the effect that such Existing Letter of Credit is issued for the account of a Subsidiary any Loan Party under the Existing Credit Agreement and which remains outstanding as of the Borrower; providedEffective Date (as amended as contemplated by Section 4.01(f)) shall (A) be deemed issued and continued under this Agreement as of the Effective Date as a “Several Letter of Credit” all as set forth on such schedule and (B) shall constitute a “Several Letter of Credit” for all purposes hereof and (ii) each of the Existing Letters of Credit described on Schedule 2.03 which is a Fronted Letter of Credit shall constitute, however, that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Agreement and the other Loan Documents, a Fronted Letter of Credit Agreement for such issued and outstanding hereunder, provided that the L/C Exposure in respect of any Fronted Letters of Credit shall be automatically reallocated among the Lenders as of the Effective Date based on their Applicable Percentage after giving effect to the Effective Date. For the avoidance of doubt, concurrently with or promptly following the effectiveness of this Agreement, the L/C Administrator shall amend each Existing Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Existing which is a Several Letter of Credit. The Existing Letters Credit to reflect the new Applicable Percentages of the applicable Lenders as of the Effective Date; provided that, until each such Several Letter of Credit include certain Letters of Credit denominated in certain currencies other than Dollars. Notwithstanding has been so amended, the limitation in Section 2.12(b) that Letters of Credit issued pursuant to this Agreement Lenders shall be denominated solely deemed to have irrevocably and unconditionally sold and purchased participations in Dollars, such Existing Several Letters of Credit (including each drawing made thereunder and renewals the obligations of the Loan Parties under this Agreement with respect thereto and extensions thereofany Collateral or other security therefor or guaranty pertaining thereto) may be maintained in as necessary to give effect to the respective currencies in which they are currently denominated pursuant to procedures mutually satisfactory Applicable Percentages of the Lenders as of the Effective Date. (o) Upon a Lender becoming a Participating Bank, it shall (i) promptly deliver a Participating Notice to the Borrower, the Issuing Lender Administrative Agent and the Administrative Agent pursuant L/C Administrator and (ii) use its commercially reasonable efforts to cause a Lender which the Dollar equivalent thereof shall be determined from time is not a Participating Bank to time and act as a Fronting Bank for such Dollar equivalent shall be utilized for purposes of determining the rights and obligations of the Lenders hereunder Participating Bank with respect to such Existing Several Letters of Credit; provided that (i) in no event shall any Lender be required to make payment hereunder in any currency other than Dollars, (ii) in no event shall any change in the Dollar equivalent of any such Existing Letter of Credit cause the Total Outstanding Amount to exceed the Total Commitment and (iii) the foregoing shall not affect the obligation of the Borrower to reimburse the Issuing Lender for any drawing under any such Existing Letter of Credit in the currency in which such drawing was made.

Existing Letters of Credit. On Pursuant to the Effective DateOriginal Credit Agreement, each Prior Issuing Lender that Bank has issued an prior to the date hereof, and there are currently outstanding, those certain Letters of Credit described in Schedule 4.4 hereto (as the same may be extended or amended (but not increased) by Prior Issuing Bank in accordance with this Agreement, the "Existing Letter Letters of Credit"). The Existing Letters of Credit shall be deemedremain outstanding after the date of this Agreement and, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Lender, a participation in such Existing Letter of Credit and the related Letter of Credit Liabilities to the extent of its Applicable Percentage. On and after the Effective Datedate of this Agreement, each Existing Letter of Credit shall constitute a Letter Facility Letters of Credit for all purposes under this Agreement and shall be subject to all terms and conditions hereof. An On the date hereof, simultaneously with the payment made to the Prior Banks under Section 5.1(ix), the participation of the Prior Banks in the Existing Letter Letters of Credit may contain a statement shall terminate and Prior Issuing Bank shall be deemed to have sold and transferred, and each Bank shall be deemed to have irrevocably and unconditionally purchased and received from Prior Issuing Bank, in each case without further action on the part of any Person, an undivided interest and participation (ratably in proportion to the effect ratio that such Existing Letter of Credit is issued for Bank's Commitment bears to the account of a Subsidiary of the Borrower; provided, however, that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Credit Agreement for such Existing Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to Aggregate Commitment) in each such Existing Letter of Credit. The Each Bank severally agrees to fund any disbursements by the Prior Issuing Bank pursuant to the Existing Letters of Credit include certain by funding in accordance with Section 4.6. Prior Issuing Bank shall have all of the rights, duties and obligations of the Issuing Bank but solely with respect to the Existing Letters of Credit. Prior Issuing Bank shall not have the right, duty or obligation to issue any Facility Letters of Credit denominated in certain currencies other than Dollars. Notwithstanding the limitation in Section 2.12(b) that Letters of Credit issued pursuant to this Agreement shall be denominated solely in Dollars, such Existing Letters of Credit heretofore issued and shall not increase the face amount of any Existing Letter of Credit. Upon request by Borrower, Prior Issuing Bank may extend or otherwise amend (and renewals and extensions but without increasing the face amount thereof) may be maintained any Existing Letter of Credit, subject to and in accordance with the respective currencies provisions of this Agreement. Prior Issuing Bank joins in which they are currently denominated pursuant to procedures mutually satisfactory to this Agreement solely for the Borrowerpurposes set forth in this Section 4.4(f) and does not hold any Commitment or any other interest as a Bank hereunder except the rights, the Issuing Lender and the Administrative Agent pursuant to which the Dollar equivalent thereof shall be determined from time to time and such Dollar equivalent shall be utilized for purposes of determining the rights duties and obligations of the Lenders hereunder as Issuing Bank with respect to such the Existing Letters of Credit; provided that (i) in no event shall any Lender be required to make payment hereunder in any currency other than Dollars, (ii) in no event shall any change in the Dollar equivalent of any such Existing Letter of Credit cause the Total Outstanding Amount to exceed the Total Commitment and (iii) the foregoing shall not affect the obligation of the Borrower to reimburse the Issuing Lender for any drawing under any such Existing Letter of Credit in the currency in which such drawing was made.

Existing Letters of Credit. On the Effective Date, each Issuing Lender The parties hereto acknowledge that has issued an Existing Letter of Credit shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Lender, a participation in such Existing Letter of Credit and the related Letter of Credit Liabilities to the extent of its Applicable Percentage. On on and after the Effective Closing Date, each Existing Letter of Credit shall constitute be a Letter of Credit for all purposes hereof. An Existing Letter of Credit issued by the Issuing Bank shown as the issuer thereof on Schedule 1.01B (as such Schedule may contain a statement be updated by the Borrower on or prior to the effect that such Existing Letter Closing Date to reflect additional letters of Credit is credit issued by an Issuing Bank for the account of a Subsidiary the Borrower or any of its Subsidiaries between the Effective Date and the Closing Date) for the account of the Borrower; providedrelevant Existing LC Subsidiary in the case of the Existing Subsidiary Letters of Credit, however, that notwithstanding such statement, and for the account of the Borrower shall be in the actual account party for case of all purposes other Existing Letters of this Credit Agreement for such Existing Credit. Any Letter of Credit issued by Wachovia Bank, National Association, or First Union National Bank shall be deemed to be a Letter of Credit issued by Xxxxx Fargo. OLP “B” hereby pledges, assigns, transfers and such statement shall not affect delivers to Xxxxx Fargo, as the Borrower’s reimbursement obligations hereunder Issuing Bank that has issued the Bond Letter of Credit, all its right, title and interest to all Bonds purchased with respect funds drawn under the Bond Letter of Credit (the “Pledged Bonds”), and hereby grants to such Existing Issuing Bank a first lien on, and security interest in, its rights, title and interest in and to the Pledged Bonds, the interest thereon and all proceeds thereof or substitutions therefor, as collateral security for the prompt and complete payment when due of the amounts payable in respect of the Bond Letter of Credit. The Existing Letters of Credit include certain Letters of Credit denominated in certain currencies other than Dollars. Notwithstanding the limitation in Section 2.12(b) that Letters of Credit issued pursuant to this Agreement shall be denominated solely in Dollars, During such Existing Letters of Credit (and renewals and extensions thereof) may be maintained in the respective currencies in which they time as any Bonds are currently denominated pursuant to procedures mutually satisfactory to the BorrowerPledged Bonds, the Issuing Lender and Bank that has issued the Administrative Agent pursuant to which the Dollar equivalent thereof Bond Letter of Credit shall be determined from time entitled to time and such Dollar equivalent shall be utilized for purposes exercise all of determining the rights and obligations of the Lenders hereunder a holder of Bonds with respect to voting, consenting and directing the Trustee as if such Existing Letters Issuing Bank were the owner of Credit; provided that (i) in no event shall any Lender be required such Bonds, and OLP “B” hereby grants and assigns to make payment hereunder in any currency other than Dollars, (ii) in no event shall any change in the Dollar equivalent of any such Existing Letter of Credit cause the Total Outstanding Amount to exceed the Total Commitment and (iii) the foregoing shall not affect the obligation of the Borrower to reimburse the Issuing Lender for any drawing under any Bank all such Existing Letter of Credit in the currency in which such drawing was maderights.

Existing Letters of Credit. On the Effective Date, each Issuing Lender that has of the Existing Letters of Credit shall be deemed to have been issued an Existing as a Letter of Credit under this Agreement by the applicable Issuing Bank, and such Issuing Bank shall be deemed, without further action by any party hereto, to have sold granted to each Lenderof the Lenders, and each Lender shall be deemed, without further action by any party hereto, to have purchased acquired from the such Issuing LenderBank, a participation (on the terms specified in such Existing Letter of Credit and the related Letter of Credit Liabilities to the extent of its Applicable Percentage. On and after the Effective Date, this Section 2.04) in each Existing Letter of Credit equal to such Lender’s Applicable Percentage thereof. Concurrently with such sale of participations, the participations granted pursuant to the terms of each Existing Credit Agreement to the lenders party thereto shall constitute be automatically cancelled without further action by any of the parties 860627.02-LACSR02A - MSW hereto. Each Lender acknowledges and agrees that its obligation to acquire participations in Existing Letters of Credit pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Aggregate Commitments, and that each payment by a Lender in respect of such participations shall be made without any offset, abatement, withholding or reduction whatsoever. On the Montage Merger Effective Date, each of the Montage Letters of Credit shall be deemed to have been issued as a Letter of Credit for all purposes hereof. An Existing under this Agreement by the applicable Issuing Bank, and such Issuing Bank shall be deemed, without further action by any party hereto, to have granted to each of the Lenders, and each Lender shall be deemed, without further action by any party hereto, to have acquired from such Issuing Bank, a participation (on the terms specified in this Section 2.04) in each Montage Letter of Credit may contain a statement to the effect that such Existing Letter of Credit is issued for the account of a Subsidiary of the Borrower; provided, however, that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Credit Agreement for such Existing Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect equal to such Existing Letter of CreditLender’s Applicable Percentage thereof. The Existing Each Lender acknowledges and agrees that its obligation to acquire participations in Montage Letters of Credit include certain Letters of Credit denominated in certain currencies other than Dollars. Notwithstanding the limitation in Section 2.12(b) that Letters of Credit issued pursuant to this Agreement paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Aggregate Commitments, and that each payment by a Lender in respect of such participations shall be denominated solely in Dollarsmade without any offset, such Existing Letters of Credit (and renewals and extensions thereof) may be maintained in the respective currencies in which they are currently denominated pursuant to procedures mutually satisfactory to the Borrowerabatement, the Issuing Lender and the Administrative Agent pursuant to which the Dollar equivalent thereof shall be determined from time to time and such Dollar equivalent shall be utilized for purposes of determining the rights and obligations of the Lenders hereunder with respect to such Existing Letters of Credit; provided that (i) in no event shall any Lender be required to make payment hereunder in any currency other than Dollars, (ii) in no event shall any change in the Dollar equivalent of any such Existing Letter of Credit cause the Total Outstanding Amount to exceed the Total Commitment and (iii) the foregoing shall not affect the obligation of the Borrower to reimburse the Issuing Lender for any drawing under any such Existing Letter of Credit in the currency in which such drawing was madewithholding or reduction whatsoever.

Existing Letters of Credit. On the Effective Date, each Issuing Lender that has issued an Existing Letter of Credit shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Lender, a participation in such Existing Letter of Credit and the related Letter of Credit Liabilities to the extent of its Applicable Percentage. On and after the Effective Date, each Existing Letter of Credit shall constitute a Letter of Credit for all purposes hereof. An Existing Letter of Credit may contain a statement to the effect that such Existing Letter of Credit is issued for the account of a Subsidiary of the Borrower; provided, however, that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Credit Agreement for such Existing Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Existing Letter of Credit. The Existing Letters of Credit include certain Letters of Credit denominated in certain currencies other than Dollars. Notwithstanding the limitation in Section ‎Section 2.12(b) that Letters of Credit issued pursuant to this Agreement shall be denominated solely in Dollars, such Existing Letters of Credit (and renewals and extensions thereof) may be maintained in the respective currencies in which they are currently denominated pursuant to procedures mutually satisfactory to the Borrower, the Issuing Lender and the Administrative Agent pursuant to which the Dollar equivalent thereof shall be determined from time to time and such Dollar equivalent shall be utilized for purposes of determining the rights and obligations of the Lenders hereunder with respect to such Existing Letters of Credit; provided that (i) in no event shall any Lender be required to make payment hereunder in any currency other than Dollars, (ii) in no event shall any change in the Dollar equivalent of any such Existing Letter of Credit cause the Total Outstanding Amount to exceed the Total Commitment and (iii) the foregoing shall not affect the obligation of the Borrower to reimburse the Issuing Lender for any drawing under any such Existing Letter of Credit in the currency in which such drawing was made.

Existing Letters of Credit. On The Existing Letters of Credit have been previously deemed to continue as Letters of Credit issued pursuant to Section 2.06 for the Effective account of Borrower and subject to the provisions hereof, and for this purpose (i) fees in respect thereof pursuant to Section 2.12(b) shall be payable (in substitution for any fees set forth in the applicable letter of credit reimbursement agreements or applications relating to the Existing Letters of Credit, except to the extent that such fees are also payable pursuant to Section 2.12(b)) as if the Existing Letters of Credit had been issued on the Closing Date, each Issuing Lender that has issued an (ii) the Existing Letter Letters of Credit shall be deemed, without further action by any party hereto, to have sold to each Lender, included in the calculation of LC Obligations and each Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Lender, a participation in such Existing Letter (iii) all liabilities of Credit and the related Letter of Credit Liabilities Borrower with respect to the extent of its Applicable Percentage. On and after the Effective Date, each Existing Letter Letters of Credit shall constitute a Letter of Credit for all purposes hereof. An Existing Letter of Credit may contain a statement to the effect that such Existing Letter of Credit is issued for the account of a Subsidiary of the Borrower; provided, however, that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Credit Agreement for such Existing Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Existing Letter of CreditFacility Obligations. The Existing Letters of Credit include certain shall not be extended or renewed, except pursuant to customary automatic extension provisions in existence on the date hereof or unless the Letter of Credit issuer is a Lender and has been validly appointed as an Issuing Bank hereunder prior to the SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT requested extension or renewal. Notwithstanding the foregoing, Borrower shall not be required to pay any additional issuance fees with respect to the issuance of the Existing Letters of Credit denominated in certain currencies solely as a result of such letters of credit being converted to a Letter of Credit hereunder, it being understood that the fronting, participation and other than Dollars. Notwithstanding the limitation fees set forth in Section 2.12(b) that Letters of Credit issued pursuant to this Agreement shall be denominated solely in Dollars, such Existing Letters of Credit (and renewals and extensions thereof) may be maintained in the respective currencies in which they are currently denominated pursuant to procedures mutually satisfactory otherwise apply to the Borrower, the Issuing Lender and the Administrative Agent pursuant to which the Dollar equivalent thereof shall be determined from time to time and such Dollar equivalent shall be utilized for purposes of determining the rights and obligations of the Lenders hereunder with respect to such Existing Letters of Credit; provided that (i) in no event shall any Lender be required to make payment hereunder in any currency other than Dollars, (ii) in no event shall any change in the Dollar equivalent of any such Existing Letter of Credit cause the Total Outstanding Amount to exceed the Total Commitment and (iii) the foregoing shall not affect the obligation of the Borrower to reimburse the Issuing Lender for any drawing under any such Existing Letter of Credit in the currency in which such drawing was made.

Existing Letters of Credit. On The Existing Letters of Credit listed in the Effective Disclosure Letter shall remain in effect following the Closing Date, each Issuing Lender that has issued an Existing Letter and shall be treated in all respects as Letters of Credit issued under this Agreement (and thus as L/C Credit Extensions), and shall be deemed, without further action subject to and governed by any party hereto, to have sold to each Lender, the terms and each Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Lender, a participation in such Existing Letter of Credit and the related Letter of Credit Liabilities to the extent of its Applicable Percentage. On and after the Effective Date, each Existing Letter of Credit shall constitute a Letter of Credit for all purposes conditions hereof. An Existing Letter of Credit may contain a statement to the effect that such Existing Letter of Credit is issued for the account of a Subsidiary of the Borrower; provided, however, that notwithstanding such statement, the Borrower Company and each applicable Loan Party shall be the actual account party for all purposes of this Credit Agreement for such endeavor to replace each Existing Letter of Credit as of the Closing Date or as soon as practicable thereafter. Each of Xxxxx Fargo and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Existing Letter Royal Bank of Credit. The Existing Letters of Credit include certain Letters of Credit denominated in certain currencies other than Dollars. Notwithstanding the limitation in Section 2.12(b) that Letters of Credit issued pursuant to Canada is hereby designated as an L/C Issuer for all purposes under this Agreement shall be denominated solely in Dollars, such Existing Letters of Credit (and renewals and extensions thereof) may be maintained in the respective currencies in which they are currently denominated pursuant to procedures mutually satisfactory to the Borrower, the Issuing Lender and the Administrative Agent pursuant to which the Dollar equivalent thereof shall be determined from time to time and such Dollar equivalent shall be utilized for purposes of determining the rights and obligations of the Lenders hereunder with respect to such Existing Letters of Credit; provided that (i) in no event Credit issued by such L/C Issuer. Notwithstanding anything to the contrary contained herein, each of Xxxxx Fargo and Royal Bank of Canada shall any Lender be required designated as an L/C Issuer with respect to make payment hereunder in any currency other than DollarsExisting Letters of Credit issued by such institution only, (ii) in no event and shall any change in the Dollar equivalent not be designated as an L/C Issuer with respect to new Letters of Credit or replacements or extensions of any Existing Letters of Credit, unless such institution otherwise specifically agrees. To the extent any Existing Letter of Credit shall be re-issued or renewed upon its current expiration date, such Existing Letter of Credit cause shall be replaced by a new Letter of Credit pursuant to the Total Outstanding Amount to exceed terms and conditions of this Agreement, unless otherwise agreed by the Total Commitment Company and (iii) the foregoing shall not affect the obligation of the Borrower to reimburse the Issuing Lender for any drawing under any L/C Issuer that issued such Existing Letter of Credit. Furthermore, to the extent any Existing Letter of Credit in issued by Xxxxx Fargo as L/C Issuer has not been replaced within 30 days of the currency in which Closing Date, Xxxxx Fargo as L/C Issuer shall be entitled to issue notices of non-renewal to the beneficiary of each such drawing was madeExisting Letter of Credit.

Existing Letters of Credit. On To the Effective extent that on the Closing Date any “Letters of Credit” under and as defined in the Existing Credit Agreements shall be outstanding then, on the Closing Date, subject to the satisfaction of the conditions precedent set forth in Section 6 hereof, each Issuing Lender that has issued an Existing Letter of Credit such “Letters of Credit” shall be deemed, without further action by any party hereto, to have sold to each Lenderautomatically, and each Lender shall be deemedwithout any action on the part of any Person, without further action by any party hereto, to have purchased from the Issuing Lender, a participation in such Existing Letter of Credit and the related Letter of Credit Liabilities to the extent of its Applicable Percentage. On and after the Effective Date, each Existing Letter of Credit shall constitute become a Letter of Credit for all purposes hereof. An hereunder, and JPMCB, as the “Issuing Lender” under the Existing Letter Credit Agreements, hereby unconditionally releases each “Revolving Credit Lender” under the Existing Credit Agreements from any liability under such “Revolving Credit Lender’s” participation in respect of Credit may contain a statement to the effect that such Existing Letter of Credit is issued for the account of a Subsidiary of the Borrower; provided, however, that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Credit Agreement for such Existing Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Existing “Letter of Credit”. The Existing Letters of Credit include certain Letters of Credit denominated in certain currencies other than Dollars. Notwithstanding the limitation in Section 2.12(b) that Letters of Credit issued pursuant to this Agreement shall be denominated solely in Dollars, such Existing Letters of Credit (Borrowers hereby indemnify and renewals and extensions thereof) may be maintained in the respective currencies in which they are currently denominated pursuant to procedures mutually satisfactory to the Borrower, the Issuing hold harmless each Lender and the Administrative Agent pursuant from and against any and all claims and damages, losses, liabilities, costs or expenses that such Lender or the Administrative Agent may incur (or that may be claimed against such Lender or the Administrative Agent by any Person whatsoever) by reason of or in connection with the execution and delivery or transfer of or payment or refusal to which the Dollar equivalent thereof shall be determined from time to time and such Dollar equivalent shall be utilized for purposes of determining the rights and obligations of the Lenders hereunder with respect to such Existing Letters pay by any Issuing Lender under any Letter of Credit; provided that (i) in no event the Borrowers shall any Lender not be required to make payment hereunder in indemnify any currency other than DollarsLender or the Administrative Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (iix) in no event shall any change in the Dollar equivalent willful misconduct or gross negligence of any such Existing Issuing Lender in determining whether a request presented under any Letter of Credit cause complied with the Total Outstanding Amount to exceed the Total Commitment and (iii) the foregoing shall not affect the obligation terms of the Borrower to reimburse the Issuing Lender for any drawing under any such Existing Letter of Credit or (y) in the currency case of any Issuing Lender, such Lender’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. Nothing in which such drawing was madethis Section 2.03 is intended to limit the other obligations of the Borrowers, any Lender or the Administrative Agent under this Agreement.

Existing Letters of Credit. On Subject to the Effective Dateterms and conditions hereof, (i) each Issuing Lender that has issued an Existing Revolving Letter of Credit shall under (and as defined in) the Existing DHI Credit Agreement which is outstanding on the Closing Date and listed on Schedule 2.03(m) (such Revolving Letters of Credit, the “Existing Revolving Letters of Credit) shall, effective as of the Closing Date, be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Lender, continued as a participation in such Existing Revolving Letter of Credit hereunder and the related Letter of Credit Liabilities to the extent of its Applicable Percentage. On from and after the Effective Date, each Existing Letter of Credit Closing Date shall constitute be a Letter of Credit for all purposes hereof and shall be subject to and governed by the terms and conditions hereof. An Existing , and each Revolving Credit Lender shall have a participation interest therein equal to such Lender’s Pro Rata Share of the undrawn face amount of each such Revolving Letter of Credit may contain a statement to the effect that such Existing Letter of Credit is issued for the account of a Subsidiary effective as of the Borrower; provided, however, that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Credit Agreement for such Existing Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Existing Letter of Credit. The Existing Letters of Credit include certain Letters of Credit denominated in certain currencies other than Dollars. Notwithstanding the limitation in Section 2.12(b) that Letters of Credit issued pursuant to this Agreement shall be denominated solely in Dollars, such Existing Letters of Credit (and renewals and extensions thereof) may be maintained in the respective currencies in which they are currently denominated pursuant to procedures mutually satisfactory to the Borrower, the Issuing Lender and the Administrative Agent pursuant to which the Dollar equivalent thereof shall be determined from time to time and such Dollar equivalent shall be utilized for purposes of determining the rights and obligations of the Lenders hereunder with respect to such Existing Letters of Credit; provided that (i) in no event shall any Lender be required to make payment hereunder in any currency other than DollarsClosing Date, (ii) in no event shall any change in the Dollar equivalent of any such Existing each Term L/C Facility Letter of Credit cause under (and as defined in) the Total Outstanding Amount Existing DHI Credit Agreement which is outstanding on the Closing Date and listed on Schedule 2.03(m) (such Term L/C Facility Letters of Credit, the “Existing Term L/C Facility Letters of Credit”) shall, effective as of the Closing Date, be continued as a Term L/C Facility Letter of Credit under the Term L/C Facility as then in effect and from and after the Closing Date shall be a Letter of Credit for all purposes hereof and shall be subject to exceed and governed by the Total Commitment terms and conditions hereof, (iii) the foregoing shall not affect the obligation of the Borrower to reimburse the Issuing Lender for any drawing under any such each Existing Gen Finance Letter of Credit which is outstanding on the Amendment No. 1 Closing Date and listed on Part A(i) of Schedule 2.03(m)(iii) to Amendment No. 1 shall, effective as of the Amendment No. 1 Closing Date, be continued as a Term L/C Facility Letter of Credit under the Term L/C Facility as then in effect and from and after the currency in Amendment No. 1 Closing Date shall be a Letter of Credit for all purposes hereof and shall be subject to and governed by the terms and conditions hereof and (iv) each Existing Gen Finance Letter of Credit which is outstanding on the Amendment No. 1 Closing Date and listed on Part A(ii) or Part B of Schedule 2.03(m)(iii) to Amendment No. 1 shall, effective as of the Amendment No. 1 Closing Date, be continued as a Revolving Letter of Credit hereunder and from and after the Amendment No. 1 Closing Date shall be a Letter of Credit for all purposes hereof and shall be subject to and governed by the terms and conditions hereof, and each Revolving Credit Lender shall have a participation interest therein equal to such drawing was madeLender’s Pro Rata Share of the undrawn face amount of each such Revolving Letter of Credit effective as of the Amendment No. 1 Closing Date.”

Existing Letters of Credit. On the Effective Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3.15, (a) each Existing Letter of Credit shall become a Revolving Letter of Credit or a Credit-Linked Letter of Credit, as specified in Schedule 1.1(H) hereunder, shall be deemed requested by the Borrowers’ Agent on behalf of the relevant Borrower (with Existing Letters of Credit issued for the account of a Subsidiary of a Subsidiary Borrower being allocated to such Subsidiary Borrower) and issued hereunder on the Closing Date and subject to the terms hereof, (b) each Revolving Issuing Lender that has issued an Existing Letter of Credit shall be deemed, without further action by any party hereto, deemed to have sold to granted each LenderRevolving L/C Participant, and each Lender Revolving L/C Participant shall be deemed, without further action by any party hereto, deemed to have purchased acquired from the such Revolving Issuing Lender, a on the terms and conditions of Section 3.9 hereof, for such Revolving L/C Participant’s own account and risk, an undivided participation interest in such Issuing Lender’s obligations and rights under each such Existing Letter of Credit equal to such Revolving L/C Participant’s Revolving Commitment Percentage of (x) the outstanding amount available to be drawn under such Existing Letter of Credit and (y) the related Letter aggregate amount of Credit Liabilities any outstanding reimbursement obligations in respect thereof and (c) the Credit-Linked Issuing Lender shall be deemed to have granted each Credit-Linked L/C Lender, and each Credit-Linked Lender shall be deemed to have acquired from such Credit-Linked Issuing Lender, on the extent terms and conditions of its Applicable Percentage. On Section 3.10 hereof, for such Lender’s own account and after risk, an undivided participation interest in the Effective Date, Credit-Linked Issuing Lender’s obligations and rights under each Existing Letter of Credit shall constitute a Letter of Credit for all purposes hereof. An Existing Letter of Credit may contain a statement to the effect that such Existing Letter of Credit is issued for equal to such Credit-Linked Lender Commitment Percentage of (x) the account of a Subsidiary of the Borrower; provided, however, that notwithstanding such statement, the Borrower shall outstanding amount available to be the actual account party for all purposes of this Credit Agreement for drawn under such Existing Letter of Credit and such statement shall not affect (y) the Borrower’s aggregate amount of any outstanding reimbursement obligations hereunder in respect thereof. For the avoidance of doubt and without limiting the relevant terms of the Plan of Reorganization or any other agreement, the Parent hereby (i) assumes, irrevocably and unconditionally, on the Closing Date any and all reimbursement and other obligations of SemGroup L.P. under or with respect to such Existing Letter of Credit. The any Existing Letters of Credit include certain Letters that were originally issued for the account of Credit denominated in certain currencies other than Dollars. Notwithstanding the limitation in Section 2.12(bSemGroup L.P. and (ii) agrees that Letters of Credit issued pursuant to this Agreement shall be denominated solely in Dollars, such Existing Letters of Credit (shall be deemed requested by, and renewals issued for the account of, the Parent on the Closing Date and extensions thereof) may be maintained in the respective currencies in which they are currently denominated pursuant to procedures mutually satisfactory entitled to the Borrowerbenefits of, the Issuing Lender among other provisions, Sections 3.10 and the Administrative Agent pursuant to which the Dollar equivalent thereof shall be determined from time to time and such Dollar equivalent shall be utilized for purposes of determining the rights and obligations of the Lenders hereunder with respect to such Existing Letters of Credit; provided that (i) in no event shall any Lender be required to make payment hereunder in any currency other than Dollars, (ii) in no event shall any change in the Dollar equivalent of any such Existing Letter of Credit cause the Total Outstanding Amount to exceed the Total Commitment and (iii) the foregoing shall not affect the obligation of the Borrower to reimburse the Issuing Lender for any drawing under any such Existing Letter of Credit in the currency in which such drawing was made3.11.

Existing Letters of Credit. On Subject to the Effective Dateterms and conditions hereof and of the LOC Documents, each if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender that has issued an may reasonably require, during the Revolving Commitment Period the Issuing Lender shall extend the expiry date of, and the Lenders shall continue to participate in, Existing Letter Letters of Credit shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Lender, a participation in such Existing Letter of Credit and the related Letter of Credit Liabilities to the extent of its Applicable Percentage. On and after the Effective Date, each Existing Letter of Credit shall constitute a Letter of Credit for all purposes hereof. An Existing Letter of Credit may contain a statement to the effect that such Existing Letter of Credit is issued for the account of a Subsidiary of the Borrower from time to time upon the Borrower's request in a form acceptable to the Issuing Lender; provided, however, that notwithstanding such statement(i) except to the extent resulting from foreign currency exchange rate fluctuations, the Borrower aggregate amount of LOC Obligations shall be not at any time exceed SIXTEEN MILLION FIVE HUNDRED EIGHTY THOUSAND FIVE HUNDRED TWENTY-NINE DOLLARS AND SIXTY-TWO CENTS ($16,580,529.62) (the actual account party for "LOC Committed Amount") and (ii) the sum of the aggregate amount of all purposes outstanding Revolving Loans plus the aggregate amount of this all outstanding LOC Obligations plus the aggregate amount of all outstanding Swing Line Loans plus the AAL Reserve shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit Agreement for such as so extended shall have an expiry date extending beyond the Revolving Termination Date without the prior consent of the Agent and all Lenders. Each Letter of Credit shall comply with the related LOC Documents. The expiry date of each Existing Letter of Credit and such statement extended pursuant to this Section shall not affect be a Business Day. No new Letter of Credit shall be requested by the Borrower’s reimbursement obligations hereunder with respect Borrower or issued by the Issuing Lender. The LOC Committed Amount shall be automatically reduced immediately upon the expiry of any Existing Letter of Credit by an amount equal to the LOC Obligations related to such Existing Letter of Credit. The Existing Letters , less the aggregate amount of Credit include certain Letters of Credit denominated in certain currencies other than Dollars. Notwithstanding the limitation in Section 2.12(b) that Letters of Credit issued pursuant all payments made, or drafts accepted for subsequent payments to this Agreement shall be denominated solely in Dollarsmade, such Existing Letters of Credit (and renewals and extensions thereof) may be maintained in the respective currencies in which they are currently denominated pursuant to procedures mutually satisfactory to the Borrower, the Issuing Lender and the Administrative Agent pursuant to which the Dollar equivalent thereof shall be determined from time to time and such Dollar equivalent shall be utilized for purposes of determining the rights and obligations of the Lenders hereunder with respect to such Existing Letters of Credit; provided that (i) in no event shall any Lender be required to make payment hereunder in any currency other than Dollars, (ii) in no event shall any change in the Dollar equivalent of any under such Existing Letter of Credit cause the Total Outstanding Amount to exceed the Total Commitment and (iii) the foregoing shall not affect the obligation of the Borrower to reimburse honored by the Issuing Lender for any drawing under any such Existing Letter but not theretofore reimbursed. In the case of Credit a conflict in the currency in which such drawing was madeterms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control."