Common use of FCI Issuing Commitments Clause in Contracts

FCI Issuing Commitments. Subject to the terms and conditions set forth herein, (i) (A) each Bilateral FCI Issuing Lender severally agrees to issue Bilateral FCIs (other than Trade LCs), and (B) each Bilateral FCI Issuing Lender may, in its sole discretion and with terms and conditions required by such Bilateral FCI Issuing Lender, issue Trade LCs; provided that after giving effect to any issuance of any Bilateral FCI, the Dollar Equivalent of the aggregate outstanding amount of the Bilateral FCI Reimbursement Obligations of such Bilateral FCI Issuing Lender, and of the Bilateral FCIs of such Bilateral FCI Issuing Lender shall not exceed the principal amount of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender at such time and (ii) each Participation FCI Issuing Lender severally agrees to issue Participation FCIs; provided that after giving effect to any issuance of any Participation FCI, the Dollar Equivalent of the aggregate outstanding amount of Participation FCI Reimbursement Obligations of such Participation FCI Issuing Lender and of Participation FCIs of such Participation FCI Issuing Lender shall not exceed the lesser of (x) the aggregate principal amount of the Participation FCI Issuing Commitments at such time and (y) the amount of the Participation FCI Commitment of such Participation FCI Issuing Lender at such time. Each Existing FCI issued by a Participation FCI Issuing Lender shall be deemed for all purposes of this Agreement to constitute a Participation FCI issued by such Participation FCI Issuing Lender pursuant hereto for the applicable Borrower (and such Borrower, whether or not it is the Borrower for which such Existing FCI was originally issued under the Existing Credit Agreement, shall be obligated and liable in respect of such Existing FCI under the terms and conditions of this Agreement as if such Existing FCI had been originally issued at its request under this Agreement) and the Participation FCI Issuing Commitment of such Participation FCI Issuing Lender shall be deemed utilized in an amount equal to the Dollar Equivalent of all Existing FCIs issued by it and determined as of the Funding Date, subject to subsequent determinations of such Dollar Equivalent pursuant to Section 2.6(n). Each FCI Issuing Lender, after consultation with the Parent Borrower or the applicable Foreign Subsidiary Borrower, may issue any Bilateral FCI or Participation FCI, as applicable, by causing any domestic or foreign branch or Affiliate of such FCI Issuing Lender to issue such Bilateral FCI or Participation FCI if in the judgment of such FCI Issuing Lender such designation (i) would eliminate or reduce amounts payable pursuant to Section 2.17 or 2.19, as the case may be, and (ii) would not subject such FCI Issuing Lender to any unreimbursed cost or expense, or would otherwise be advantageous to such FCI Issuing Lender; provided that any exercise of such option shall not affect the obligations of the relevant Borrower or such FCI Issuing Lender under this Section 2.6. Each Participation FCI Issuing Lender hereby confirms that the Existing FCIs issued by it conform to the Mandatory Requirements. Furthermore, if (v) any letter of credit, guarantee or surety has been previously issued by an FCI Issuing Lender, (w) the reimbursement obligations of the account party (the “Original FCI Account Party”) relating to such letter of credit, guarantee or surety have been or are assumed in writing by the Parent Borrower or any Restricted Subsidiary (such assuming Person, the “FCI Assuming Person”) pursuant to a Permitted Acquisition or other transaction permitted under the Credit Agreement, (x) there is sufficient availability hereunder for the inclusion of such letter of credit, guarantee or surety as an FCI hereunder, (y) such letter of credit, guarantee or surety satisfies all of the requirements of an FCI hereunder, and (z) the conditions of Sections 4.3(a) and 4.3(b) are satisfied, then upon the written request of the Parent Borrower to such FCI Issuing Lender (consented to in writing by such FCI Issuing Lender), the submission by the Parent Borrower to the Foreign Trade Facility Agent of a copy of such request bearing such consent and the submission by a Borrower to the Foreign Trade Facility Agent of a completed Utilization Request including a statement that the foregoing requirements (v) through (z), inclusive, have been satisfied and that such Borrower submitting such Utilization Request shall be treated as a Borrower hereunder with respect to such letter of credit, guarantee or surety, such letter of credit, guarantee or surety shall be (from the date of such consent of such FCI Issuing Lender) deemed a Bilateral FCI or Participation FCI (such designation as a Bilateral FCI or Participation FCI to be in the sole discretion of the applicable FCI Issuing Lender) for all purposes of this Agreement and the other Loan Documents and considered issued hereunder at the request of the Borrower that submitted such Utilization Request pursuant to the terms hereof (the terms hereof and of the other Loan Documents shall govern and prevail in the case of any conflict with the provisions of the agreement(s) pursuant to which such letter of credit, guarantee or surety had been issued (such agreement(s), the “Original FCI-Related Agreements”), and such FCI Issuing Lender shall be deemed to have released the Original FCI Account Party and the FCI Assuming Person from the Original FCI-Related Agreements to the extent of such conflict). Any Utilization Request submitted to the Foreign Trade Facility Agent pursuant to the immediately preceding sentence shall be reviewed and processed in accordance with Section 2.6(c), Section 2.6(d), Section 2.6(e) and Section 2.6(f), as applicable. Notwithstanding that any such assumed letter of credit, guarantee or surety is in support of any obligations of, or is for the account of, a Restricted Subsidiary or a Joint Venture, the Parent Borrower and the Foreign Subsidiary Borrowers agree that the applicable Borrower (as identified in the Utilization Request referenced above) shall be obligated to reimburse the applicable FCI Issuing Lender hereunder for any and all drawings under such letter of credit, guarantee or surety. Notwithstanding anything to the contrary contained in this Agreement, the following provisions shall apply in respect of Trade LCs: (i) each Trade LC shall be administered directly between the Borrowers and the applicable Bilateral FCI Issuing Lender, and the Foreign Trade Facility Agent shall not be involved in that process; (ii) each request for the issuance or amendment of a Trade LC shall be sent by the relevant Borrower directly to the Bilateral FCI Issuing Lender requested to issue or amend such Trade LC; (iii) the applicable Bilateral FCI Issuing Lender shall be responsible for ensuring that neither the issuance of any Trade LC or other Bilateral FCI nor the issuance of any amendment increasing the stated amount of any thereof causes such Bilateral FCI Issuing Lender’s FCI Issuing Lender Exposure in respect of Trade LCs and other Bilateral FCIs to exceed such Bilateral FCI Issuing Lender’s Bilateral FCI Issuing Commitment; (iv) the Borrowers and the applicable Bilateral FCI Issuing Lender shall be responsible for arranging for the reimbursement of any drawings under such Trade LCs; (v) the reporting as to outstanding Trade LCs, including the issuance thereof, any drawings thereunder, any banker’s acceptances created thereunder, any deferred payment undertakings incurred thereunder, and any obligations thereunder to reimburse any negotiating banks, confirming banks or other nominated banks shall be as agreed from time to time by the Borrowers and the applicable Bilateral FCI Issuing Lender; (vi) the applicable Bilateral FCI Issuing Lender shall be responsible for determining and monitoring whether, due to changes in foreign currency rates or otherwise, the aggregate Dollar Equivalent of the FCI Issuing Lender Exposure of such Bilateral FCI Issuing Lender in respect of Trade LCs and other Bilateral FCIs at any time exceeds such Bilateral FCI Issuing Lender’s Bilateral FCI Issuing Commitment and, if there is such an excess, the relevant Borrower shall arrange to provide Cash Cover for the amount of such excess in accordance with Section 2.6(o)(i); and (vii) the Borrowers and the applicable Bilateral FCI Issuing Lender shall be responsible for the calculation, payment and collection of all fees and handling charges with respect to Trade LCs (including arranging for any necessary offset to take account of any fees calculated by the Foreign Trade Facility Agent without reference to such Trade LCs); provided that any Bilateral FCI Fees payable to any Bilateral FCI Issuing Lender in respect of Trade LCs shall be reduced by the amount of any related Bilateral FCI Commitment Fee payable in respect of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender utilized by the issuance of such Trade LCs.

FCI Issuing Commitments. Subject to the terms and conditions set forth herein, (i) (A) each Bilateral FCI Issuing Lender severally agrees to issue Bilateral FCIs (other than Trade LCs), and (Bii) each Bilateral FCI Issuing Lender may, in its sole discretion and with terms and conditions required by such Bilateral FCI Issuing Lender, issue Trade LCs; provided that provided, that, after giving effect to any issuance of any Bilateral FCI, the Dollar Equivalent of the aggregate outstanding amount of the Bilateral FCI Reimbursement Obligations of such Bilateral FCI Issuing Lender, and of the Bilateral FCIs of such Bilateral FCI Issuing Lender shall not exceed the principal amount of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender at such time and (ii) each Participation FCI Issuing Lender severally agrees to issue Participation FCIs; provided that after giving effect to any issuance of any Participation FCI, the Dollar Equivalent of the aggregate outstanding amount of Participation FCI Reimbursement Obligations of such Participation FCI Issuing Lender and of Participation FCIs of such Participation FCI Issuing Lender shall not exceed the lesser of (x) the aggregate principal amount of the Participation FCI Issuing Commitments at such time and (y) the amount of the Participation FCI Commitment of such Participation FCI Issuing Lender at such time. Each Existing FCI issued by a Participation FCI Issuing Lender shall be deemed for all purposes of this Agreement to constitute a Participation FCI issued by such Participation FCI Issuing Lender pursuant hereto for the applicable Borrower (and such Borrower, whether or not it is the Borrower for which such Existing FCI was originally issued under the Existing Credit Agreement, shall be obligated and liable in respect of such Existing FCI under the terms and conditions of this Agreement as if such Existing FCI had been originally issued at its request under this Agreement) and the Participation FCI Issuing Commitment of such Participation FCI Issuing Lender shall be deemed utilized in an amount equal to the Dollar Equivalent of all Existing FCIs issued by it and determined as of the Funding Date, subject to subsequent determinations of such Dollar Equivalent pursuant to Section 2.6(n). Each FCI Issuing Lender, after consultation with the Parent Borrower or the applicable Foreign Subsidiary Borrower, may issue any Bilateral FCI or Participation FCI, as applicable, by causing any domestic or foreign branch or Affiliate of such FCI Issuing Lender to issue such Bilateral FCI or Participation FCI if in the judgment of such FCI Issuing Lender such designation (iA) would eliminate or reduce amounts payable pursuant to Section 2.17 2.17, Section 2.19 or 2.19Section 2.19A, as the case may be, and (iiB) would not subject such FCI Issuing Lender to any unreimbursed cost or expense, or would otherwise be advantageous to such FCI Issuing Lender; provided that provided, that, any exercise of such option shall not affect the obligations of the relevant Borrower or such FCI Issuing Lender under this Section 2.6. Each Participation FCI Issuing Lender hereby confirms that the Existing FCIs issued by it conform to the Mandatory Requirements. Furthermore, if (vI) any letter of credit, guarantee or surety has been previously issued by an FCI Issuing Lender, (wII) the reimbursement obligations of the account party (the “Original FCI Account Party”) relating to such letter of credit, guarantee or surety have been or are assumed in writing by the Parent Borrower or any Restricted Subsidiary (such assuming Person, the “FCI Assuming Person”) pursuant to a Permitted Acquisition or other transaction permitted under the Credit this Agreement, (xIII) there is sufficient availability hereunder for the inclusion of such letter of credit, guarantee or surety as an FCI hereunder, (yIV) such letter of credit, guarantee or surety satisfies all of the requirements of an FCI hereunder, and (zV) the conditions of Sections 4.3(aSection 4.2(a) and 4.3(bSection 4.2(b) are satisfied, then upon the written request of the Parent Borrower to such FCI Issuing Lender (consented to in writing by such FCI Issuing Lender), the submission by the Parent Borrower to the Foreign Trade Facility Agent of a copy of such request bearing such consent and the submission by a Borrower to the Foreign Trade Facility Agent of a completed Utilization Request including a statement that the foregoing requirements in the foregoing clauses (va)(I) through (za)(V), inclusive, have been satisfied and that such Borrower submitting such Utilization Request shall be treated as a Borrower hereunder with respect to such letter of credit, guarantee or surety, such letter of credit, guarantee or surety shall be (from the date of such consent of such FCI Issuing Lender) deemed a Bilateral an FCI or Participation FCI (such designation as a Bilateral FCI or Participation FCI to be in the sole discretion of the applicable FCI Issuing Lender) for all purposes of this Agreement and the other Loan Documents and considered issued hereunder at the request of the Borrower that submitted such Utilization Request pursuant to the terms hereof (the terms hereof and of the other Loan Documents shall govern and prevail in the case of any conflict with the provisions of the agreement(s) pursuant to which such letter of credit, guarantee or surety had been issued (such agreement(s), the “Original FCI-Related Agreements”), and such FCI Issuing Lender shall be deemed to have released the Original FCI Account Party and the FCI Assuming Person from the Original FCI-Related Agreements to the extent of such conflict). Any Utilization Request submitted to the Foreign Trade Facility Agent pursuant to the immediately preceding sentence shall be reviewed and processed in accordance with Section 2.6(cclauses (c), Section 2.6(d(d), Section 2.6(e(e) and Section 2.6(f)(f) below, as applicable. Notwithstanding that any such assumed letter of credit, guarantee or surety is in support of any obligations of, or is for the account of, a Restricted Subsidiary or a Joint Venture, the Parent Borrower and the Foreign Subsidiary Borrowers agree that the applicable Borrower (as identified in the Utilization Request referenced above) shall be obligated to reimburse the applicable FCI Issuing Lender hereunder for any and all drawings under such letter of credit, guarantee or surety. Notwithstanding anything to the contrary contained in this Agreement, the following provisions shall apply in respect of Trade LCs: (i1) each Trade LC shall be administered directly between the Borrowers and the applicable Bilateral FCI Issuing Lender, and the Foreign Trade Facility Agent shall not be involved in that process; (ii2) each request for the issuance or amendment of a Trade LC shall be sent by the relevant Borrower directly to the Bilateral FCI Issuing Lender requested to issue or amend such Trade LC; (iii3) the applicable Bilateral FCI Issuing Lender shall be responsible for ensuring that neither the issuance of any Trade LC or other Bilateral FCI nor the issuance of any amendment increasing the stated amount of any thereof causes such Bilateral FCI Issuing Lender’s FCI Issuing Lender Exposure in respect of Trade LCs and other Bilateral FCIs to exceed such Bilateral FCI Issuing Lender’s Bilateral FCI Issuing Commitment; (iv4) the Borrowers and the applicable Bilateral FCI Issuing Lender shall be responsible for arranging for the reimbursement of any drawings under such Trade LCs; (v5) the reporting as to outstanding Trade LCs, including the issuance thereof, any drawings thereunder, any banker’s acceptances created thereunder, any deferred payment undertakings incurred thereunder, and any obligations thereunder to reimburse any negotiating banks, confirming banks or other nominated banks shall be as agreed from time to time by the Borrowers and the applicable Bilateral FCI Issuing Lender; (vi6) the applicable Bilateral FCI Issuing Lender shall be responsible for determining and monitoring whether, due to changes in foreign currency rates or otherwise, the aggregate Dollar Equivalent of the FCI Issuing Lender Exposure of such Bilateral FCI Issuing Lender in respect of Trade LCs and other Bilateral FCIs at any time exceeds such Bilateral FCI Issuing Lender’s Bilateral FCI Issuing Commitment and, if there is such an excess, the relevant Borrower shall arrange to provide Cash Cover for the amount of such excess in accordance with Section 2.6(o)(i)clause (m)(i) below; and (vii7) the Borrowers and the applicable Bilateral FCI Issuing Lender shall be responsible for the calculation, payment and collection of all fees and handling charges with respect to Trade LCs (including arranging for any necessary offset to take account of any fees calculated by the Foreign Trade Facility Agent without reference to such Trade LCs); provided that provided, that, any Bilateral FCI Fees payable to any Bilateral FCI Issuing Lender in respect of Trade LCs shall be reduced by the amount of any related Bilateral FCI Commitment Fee payable in respect of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender utilized by the issuance of such Trade LCs.

FCI Issuing Commitments. Subject to the terms and conditions set forth herein, (i) (A) each Bilateral FCI Issuing Lender severally agrees to issue Bilateral FCIs (other than Trade LCs), and (B) each Bilateral FCI Issuing Lender may, in its sole discretion and with terms and conditions required by such Bilateral FCI Issuing Lender, issue Trade LCs; provided that after giving effect to any issuance of any Bilateral FCI, the Dollar Equivalent of the aggregate outstanding amount of the Bilateral FCI Reimbursement Obligations of such Bilateral FCI Issuing Lender, and of the Bilateral FCIs of such Bilateral FCI Issuing Lender shall not exceed the principal amount of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender at such time and (ii) each Participation FCI Issuing Lender severally agrees to issue Participation FCIs; provided that after giving effect to any issuance of any Participation FCI, the Dollar Equivalent of the aggregate outstanding amount of Participation FCI Reimbursement Obligations of such Participation FCI Issuing Lender and of Participation FCIs of such Participation FCI Issuing Lender shall not exceed the lesser of (x) the aggregate principal amount of the Participation FCI Issuing Commitments at such time and (y) the amount of the Participation FCI Commitment of such Participation FCI Issuing Lender at such time. Each Existing FCI issued by a Participation FCI Issuing Lender shall be deemed for all purposes of this Agreement to constitute a Participation FCI issued by such Participation FCI Issuing Lender pursuant hereto for the applicable Borrower (and such Borrower, whether or not it is the Borrower for which such Existing FCI was originally issued under the Existing Credit Agreement, shall be obligated and liable in respect of such Existing FCI under the terms and conditions of this Agreement as if such Existing FCI had been originally issued at its request under this Agreement) and the Participation FCI Issuing Commitment of such Participation FCI Issuing Lender shall be deemed utilized in an amount equal to the Dollar Equivalent of all Existing FCIs issued by it and determined as of the Funding Date, subject to subsequent determinations of such Dollar Equivalent pursuant to Section 2.6(n). Each FCI Issuing Lender, after consultation with the Parent Borrower or the applicable Foreign Subsidiary Borrower, may issue any Bilateral FCI or Participation FCI, as applicable, by causing any domestic or foreign branch or Affiliate of such FCI Issuing Lender to issue such Bilateral FCI or Participation FCI if in the judgment of such FCI Issuing Lender such designation (i) would eliminate or reduce amounts payable pursuant to Section 2.17 or 2.19, as the case may be, and (ii) would not subject such FCI Issuing Lender to any unreimbursed cost or expense, or would otherwise be advantageous to such FCI Issuing Lender; provided that any exercise of such option shall not affect the obligations of the relevant Borrower or such FCI Issuing Lender under this Section 2.6. Each Participation FCI Issuing Lender hereby confirms that the Existing FCIs issued by it conform to the Mandatory Requirements. Furthermore, if (v) any letter of credit, guarantee or surety has been previously issued by an FCI Issuing Lender, (w) the reimbursement obligations of the account party (the “Original FCI Account Party”) relating to such letter of credit, guarantee or surety have been or are assumed in writing by the Parent Borrower or any Restricted Subsidiary (such assuming Person, the “FCI Assuming Person”) pursuant to a Permitted Acquisition or other transaction permitted under the Credit this Agreement, (x) there is sufficient availability hereunder for the inclusion of such letter of credit, guarantee or surety as an FCI hereunder, (y) such letter of credit, guarantee or surety satisfies all of the requirements of an FCI hereunder, and (z) the conditions of Sections 4.3(a) and 4.3(b) are satisfied, then upon the written request of the Parent Borrower to such FCI Issuing Lender (consented to in writing by such FCI Issuing Lender), the submission by the Parent Borrower to the Foreign Trade Facility Agent of a copy of such request bearing such consent and the submission by a Borrower to the Foreign Trade Facility Agent of a completed Utilization Request including a statement that the foregoing requirements (v) through (z), inclusive, have been satisfied and that such Borrower submitting such Utilization Request shall be treated as a Borrower hereunder with respect to such letter of credit, guarantee or surety, such letter of credit, guarantee or surety shall be (from the date of such consent of such FCI Issuing Lender) deemed a Bilateral FCI or Participation FCI (such designation as a Bilateral FCI or Participation FCI to be in the sole discretion of the applicable FCI Issuing Lender) for all purposes of this Agreement and the other Loan Documents and considered issued hereunder at the request of the Borrower that submitted such Utilization Request pursuant to the terms hereof (the terms hereof and of the other Loan Documents shall govern and prevail in the case of any conflict with the provisions of the agreement(s) pursuant to which such letter of credit, guarantee or surety had been issued (such agreement(s), the “Original FCI-Related Agreements”), and such FCI Issuing Lender shall be deemed to have released the Original FCI Account Party and the FCI Assuming Person from the Original FCI-Related Agreements to the extent of such conflict). Any Utilization Request submitted to the Foreign Trade Facility Agent pursuant to the immediately preceding sentence shall be reviewed and processed in accordance with Section 2.6(c), Section 2.6(d), Section 2.6(e) and Section 2.6(f), as applicable. Notwithstanding that any such assumed letter of credit, guarantee or surety is in support of any obligations of, or is for the account of, a Restricted Subsidiary or a Joint Venture, the Parent Borrower and the Foreign Subsidiary Borrowers agree that the applicable Borrower (as identified in the Utilization Request referenced above) shall be obligated to reimburse the applicable FCI Issuing Lender hereunder for any and all drawings under such letter of credit, guarantee or surety. Notwithstanding anything to the contrary contained in this Agreement, the following provisions shall apply in respect of Trade LCs: (i) each Trade LC shall be administered directly between the Borrowers and the applicable Bilateral FCI Issuing Lender, and the Foreign Trade Facility Agent shall not be involved in that process; (ii) each request for the issuance or amendment of a Trade LC shall be sent by the relevant Borrower directly to the Bilateral FCI Issuing Lender requested to issue or amend such Trade LC; (iii) the applicable Bilateral FCI Issuing Lender shall be responsible for ensuring that neither the issuance of any Trade LC or other Bilateral FCI nor the issuance of any amendment increasing the stated amount of any thereof causes such Bilateral FCI Issuing Lender’s FCI Issuing Lender Exposure in respect of Trade LCs and other Bilateral FCIs to exceed such Bilateral FCI Issuing Lender’s Bilateral FCI Issuing Commitment; (iv) the Borrowers and the applicable Bilateral FCI Issuing Lender shall be responsible for arranging for the reimbursement of any drawings under such Trade LCs; (v) the reporting as to outstanding Trade LCs, including the issuance thereof, any drawings thereunder, any banker’s acceptances created thereunder, any deferred payment undertakings incurred thereunder, and any obligations thereunder to reimburse any negotiating banks, confirming banks or other nominated banks shall be as agreed from time to time by the Borrowers and the applicable Bilateral FCI Issuing Lender; (vi) the applicable Bilateral FCI Issuing Lender shall be responsible for determining and monitoring whether, due to changes in foreign currency rates or otherwise, the aggregate Dollar Equivalent of the FCI Issuing Lender Exposure of such Bilateral FCI Issuing Lender in respect of Trade LCs and other Bilateral FCIs at any time exceeds such Bilateral FCI Issuing Lender’s Bilateral FCI Issuing Commitment and, if there is such an excess, the relevant Borrower shall arrange to provide Cash Cover for the amount of such excess in accordance with Section 2.6(o)(i); and (vii) the Borrowers and the applicable Bilateral FCI Issuing Lender shall be responsible for the calculation, payment and collection of all fees and handling charges with respect to Trade LCs (including arranging for any necessary offset to take account of any fees calculated by the Foreign Trade Facility Agent without reference to such Trade LCs); provided that any Bilateral FCI Fees payable to any Bilateral FCI Issuing Lender in respect of Trade LCs shall be reduced by the amount of any related Bilateral FCI Commitment Fee payable in respect of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender utilized by the issuance of such Trade LCs.

FCI Issuing Commitments. Subject to the terms and conditions set forth herein, (i) (A) each Bilateral FCI Issuing Lender severally agrees to issue Bilateral FCIs (other than Trade LCs), and (Bii) each Bilateral FCI Issuing Lender may, in its sole discretion and with terms and conditions required by such Bilateral FCI Issuing Lender, issue Trade LCs; provided that after giving effect to any issuance of any Bilateral FCI, the Dollar Equivalent of the aggregate outstanding amount of the Bilateral FCI Reimbursement Obligations of such Bilateral FCI Issuing Lender, and of the Bilateral FCIs of such Bilateral FCI Issuing Lender Lender, shall not exceed the principal amount of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender at such time and (ii) each Participation FCI Issuing Lender severally agrees to issue Participation FCIs; provided that after giving effect to any issuance of any Participation FCI, the Dollar Equivalent of the aggregate outstanding amount of Participation FCI Reimbursement Obligations of such Participation FCI Issuing Lender and of Participation FCIs of such Participation FCI Issuing Lender shall not exceed the lesser of (x) the aggregate principal amount of the Participation FCI Issuing Commitments at such time and (y) the amount of the Participation FCI Commitment of such Participation FCI Issuing Lender at such time. Each Existing FCI issued by a Participation FCI Issuing Lender shall be deemed for all purposes of this Agreement to constitute a Participation FCI issued by such Participation FCI Issuing Lender pursuant hereto for the applicable Borrower (and such Borrower, whether or not it is the Borrower for which such Existing FCI was originally issued under the Existing Credit Agreement, shall be obligated and liable in respect of such Existing FCI under the terms and conditions of this Agreement as if such Existing FCI had been originally issued at its request under this Agreement) and the Participation FCI Issuing Commitment of such Participation FCI Issuing Lender shall be deemed utilized in an amount equal to the Dollar Equivalent of all Existing FCIs issued by it and determined as of the Funding Date, subject to subsequent determinations of such Dollar Equivalent pursuant to Section 2.6(n). Each FCI Issuing Lender, after consultation with the Parent U.S. Borrower or the applicable Foreign Subsidiary Borrower, may issue any Bilateral FCI or Participation FCI, as applicable, by causing any domestic or foreign branch or Affiliate of such FCI Issuing Lender to issue such Bilateral FCI or Participation FCI if in the judgment of such FCI Issuing Lender such designation (iA) would eliminate or reduce amounts payable pursuant to Section 2.17 or Section 2.19, as the case may be, and (iiB) would not subject such FCI Issuing Lender to any unreimbursed cost or expense, or would otherwise be advantageous to such FCI Issuing Lender; provided that any exercise of such option shall not affect the obligations of the relevant Borrower or such FCI Issuing Lender under this Section 2.6. Each Participation FCI Issuing Lender hereby confirms that the Existing FCIs issued by it conform to the Mandatory Requirements. Furthermore, if (v1) any letter of credit, guarantee or surety has been previously issued by an FCI Issuing Lender, (w2) the reimbursement obligations of the account party (the “Original FCI Account Party”) relating to such letter of credit, guarantee or surety have been or are assumed in writing by the Parent Borrower or any Restricted Subsidiary (such assuming Person, the “FCI Assuming Person”) pursuant to a Permitted Acquisition or other transaction permitted under the Credit this Agreement, (x3) there is sufficient availability hereunder for the inclusion of such letter of credit, guarantee or surety as an FCI hereunder, (y4) such letter of credit, guarantee or surety satisfies all of the requirements of an FCI hereunder, and (z5) the conditions of Sections 4.3(a4.2(a) and 4.3(b4.2(b) are satisfied, then upon the written request of the Parent U.S. Borrower to such FCI Issuing Lender (consented to in writing by such FCI Issuing Lender), the submission by the Parent U.S. Borrower to the Foreign Trade Facility Agent of a copy of such request bearing such consent and the submission by a Borrower to the Foreign Trade Facility Agent of a completed Utilization Request including a statement that the foregoing requirements (v1) through (z5), inclusive, have been satisfied and that such Borrower submitting such Utilization Request shall be treated as a Borrower hereunder with respect to such letter of credit, guarantee or surety, such letter of credit, guarantee or surety shall be (from the date of such consent of such FCI Issuing Lender) deemed a Bilateral an FCI or Participation FCI (such designation as a Bilateral FCI or Participation FCI to be in the sole discretion of the applicable FCI Issuing Lender) for all purposes of this Agreement and the other Loan Documents and considered issued hereunder at the request of the Borrower that submitted such Utilization Request pursuant to the terms hereof (the terms hereof and of the other Loan Documents shall govern and prevail in the case of any conflict with the provisions of the agreement(s) pursuant to which such letter of credit, guarantee or surety had been issued (such agreement(s), the “Original FCI-Related Agreements”), and such FCI Issuing Lender shall be deemed to have released the Original FCI Account Party and the FCI Assuming Person from the Original FCI-Related Agreements to the extent of such conflict). Any Utilization Request submitted to the Foreign Trade Facility Agent pursuant to the immediately preceding sentence shall be reviewed and processed in accordance with Section 2.6(c), Section 2.6(d), Section 2.6(e) and Section 2.6(f), as applicable. Notwithstanding that any such assumed letter of credit, guarantee or surety is in support of any obligations of, or is for the account of, a Restricted Subsidiary or a Joint Venture, the Parent U.S. Borrower and the Foreign Subsidiary Borrowers agree that the applicable Borrower (as identified in the Utilization Request referenced above) shall be obligated to reimburse the applicable FCI Issuing Lender hereunder for any and all drawings under such letter of credit, guarantee or surety. Notwithstanding anything to the contrary contained in this Agreement, the following provisions shall apply in respect of Trade LCs: (iI) each Trade LC shall be administered directly between the Borrowers and the applicable Bilateral FCI Issuing Lender, and the Foreign Trade Facility Agent shall not be involved in that process; (iiII) each request for the issuance or amendment of a Trade LC shall be sent by the relevant Borrower directly to the Bilateral FCI Issuing Lender requested to issue or amend such Trade LC; (iiiIII) the applicable Bilateral FCI Issuing Lender shall be responsible for ensuring that neither the issuance of any Trade LC or other Bilateral FCI nor the issuance of any amendment increasing the stated amount of any thereof causes such Bilateral FCI Issuing Lender’s FCI Issuing Lender Exposure in respect of Trade LCs and other Bilateral FCIs to exceed such Bilateral FCI Issuing Lender’s Bilateral FCI Issuing Commitment; (ivIV) the Borrowers and the applicable Bilateral FCI Issuing Lender shall be responsible for arranging for the reimbursement of any drawings under such Trade LCs; (vV) the reporting as to outstanding Trade LCs, including the issuance thereof, any drawings thereunder, any banker’s acceptances created thereunder, any deferred payment undertakings incurred thereunder, and any obligations thereunder to reimburse any negotiating banks, confirming banks or other nominated banks shall be as agreed from time to time by the Borrowers and the applicable Bilateral FCI Issuing Lender; (viVI) the applicable Bilateral FCI Issuing Lender shall be responsible for determining and monitoring whether, due to changes in foreign currency rates or otherwise, the aggregate Dollar Equivalent of the FCI Issuing Lender Exposure of such Bilateral FCI Issuing Lender in respect of Trade LCs and other Bilateral FCIs at any time exceeds such Bilateral FCI Issuing Lender’s Bilateral FCI Issuing Commitment and, if there is such an excess, the relevant Borrower shall arrange to provide Cash Cover for the amount of such excess in accordance with Section 2.6(o)(i2.6(m)(i); and (viiVII) the Borrowers and the applicable Bilateral FCI Issuing Lender shall be responsible for the calculation, payment and collection of all fees and handling charges with respect to Trade LCs (including arranging for any necessary offset to take account of any fees calculated by the Foreign Trade Facility Agent without reference to such Trade LCs); provided that any Bilateral FCI Fees payable to any Bilateral FCI Issuing Lender in respect of Trade LCs shall be reduced by the amount of any related Bilateral FCI Commitment Fee payable in respect of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender utilized by the issuance of such Trade LCs.

FCI Issuing Commitments. Subject to the terms and conditions set forth herein, (i) (A) each Bilateral FCI Issuing Lender severally agrees to issue Bilateral FCIs (other than Trade LCs), and (B) each Bilateral FCI Issuing Lender may, in its sole discretion and with terms and conditions required by such Bilateral FCI Issuing Lender, issue Trade LCs; provided that after giving effect to any issuance of any Bilateral FCI, the Dollar Equivalent of the aggregate outstanding amount of the Bilateral FCI Reimbursement Obligations of such Bilateral FCI Issuing Lender, and of the Bilateral FCIs of such Bilateral FCI Issuing Lender shall not exceed the principal amount of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender at such time and (ii) each Participation FCI Issuing Lender severally agrees to issue Participation FCIs; provided that after giving effect to any issuance of any Participation FCI, the Dollar Equivalent of the aggregate outstanding amount of Participation FCI Reimbursement Obligations of such Participation FCI Issuing Lender and of Participation FCIs of such Participation FCI Issuing Lender shall not exceed the lesser of (x) the aggregate principal amount of the Participation FCI Issuing Commitments at such time and (y) the amount of the Participation FCI Commitment of such Participation FCI Issuing Lender at such time. Each Existing FCI issued by a Participation FCI Issuing Lender shall be deemed for all purposes of this Agreement to constitute a Participation FCI issued by such Participation FCI Issuing Lender pursuant hereto for the applicable Borrower (and such Borrower, whether or not it is the Borrower for which such Existing FCI was originally issued under the Existing Credit Agreement, shall be obligated and liable in respect of such Existing FCI under the terms and conditions of this Agreement as if such Existing FCI had been originally issued at its request under this Agreement) and the Participation FCI Issuing Commitment of such Participation FCI Issuing Lender shall be deemed utilized in an amount equal to the Dollar Equivalent of all Existing FCIs issued by it and determined as of the Funding Date, subject to subsequent determinations of such Dollar Equivalent pursuant to Section 2.6(n). Each FCI Issuing Lender, after consultation with the Parent Borrower or the applicable Foreign Subsidiary Borrower, may issue any Bilateral FCI or Participation FCI, as applicable, by causing any domestic or foreign branch or Affiliate of such FCI Issuing Lender to issue such Bilateral FCI or Participation FCI if in the judgment of such FCI Issuing Lender such designation (i) would eliminate or reduce amounts payable pursuant to Section 2.17 2.17, 2.19 or 2.192.19A, as the case may be, and (ii) would not subject such FCI Issuing Lender to any unreimbursed cost or expense, or would otherwise be advantageous to such FCI Issuing Lender; provided that any exercise of such option shall not affect the obligations of the relevant Borrower or such FCI Issuing Lender under this Section 2.6. Each Participation FCI Issuing Lender hereby confirms that the Existing FCIs issued by it conform to the Mandatory Requirements. Furthermore, if (v) any letter of credit, guarantee or surety has been previously issued by an FCI Issuing Lender, (w) the reimbursement obligations of the account party (the “Original FCI Account Party”) relating to such letter of credit, guarantee or surety have been or are assumed in writing by the Parent Borrower or any Restricted Subsidiary (such assuming Person, the “FCI Assuming Person”) pursuant to a Permitted Acquisition or other transaction permitted under the Credit Agreement, (x) there is sufficient availability hereunder for the inclusion of such letter of credit, guarantee or surety as an FCI hereunder, (y) such letter of credit, guarantee or surety satisfies all of the requirements of an FCI hereunder, and (z) the conditions of Sections 4.3(a) and 4.3(b) are satisfied, then upon the written request of the Parent Borrower to such FCI Issuing Lender (consented to in writing by such FCI Issuing Lender), the submission by the Parent Borrower to the Foreign Trade Facility Agent of a copy of such request bearing such consent and the submission by a Borrower to the Foreign Trade Facility Agent of a completed Utilization Request including a statement that the foregoing requirements (v) through (z), inclusive, have been satisfied and that such Borrower submitting such Utilization Request shall be treated as a Borrower hereunder with respect to such letter of credit, guarantee or surety, such letter of credit, guarantee or surety shall be (from the date of such consent of such FCI Issuing Lender) deemed a Bilateral FCI or Participation FCI (such designation as a Bilateral FCI or Participation FCI to be in the sole discretion of the applicable FCI Issuing Lender) for all purposes of this Agreement and the other Loan Documents and considered issued hereunder at the request of the Borrower that submitted such Utilization Request pursuant to the terms hereof (the terms hereof and of the other Loan Documents shall govern and prevail in the case of any conflict with the provisions of the agreement(s) pursuant to which such letter of credit, guarantee or surety had been issued (such agreement(s), the “Original FCI-Related Agreements”), and such FCI Issuing Lender shall be deemed to have released the Original FCI Account Party and the FCI Assuming Person from the Original FCI-Related Agreements to the extent of such conflict). Any Utilization Request submitted to the Foreign Trade Facility Agent pursuant to the immediately preceding sentence shall be reviewed and processed in accordance with Section 2.6(c), Section 2.6(d), Section 2.6(e) and Section 2.6(f), as applicable. Notwithstanding that any such assumed letter of credit, guarantee or surety is in support of any obligations of, or is for the account of, a Restricted Subsidiary or a Joint Venture, the Parent Borrower and the Foreign Subsidiary Borrowers agree that the applicable Borrower (as identified in the Utilization Request referenced above) shall be obligated to reimburse the applicable FCI Issuing Lender hereunder for any and all drawings under such letter of credit, guarantee or surety. Notwithstanding anything to the contrary contained in this Agreement, the following provisions shall apply in respect of Trade LCs: (i) each Trade LC shall be administered directly between the Borrowers and the applicable Bilateral FCI Issuing Lender, and the Foreign Trade Facility Agent shall not be involved in that process; (ii) each request for the issuance or amendment of a Trade LC shall be sent by the relevant Borrower directly to the Bilateral FCI Issuing Lender requested to issue or amend such Trade LC; (iii) the applicable Bilateral FCI Issuing Lender shall be responsible for ensuring that neither the issuance of any Trade LC or other Bilateral FCI nor the issuance of any amendment increasing the stated amount of any thereof causes such Bilateral FCI Issuing Lender’s FCI Issuing Lender Exposure in respect of Trade LCs and other Bilateral FCIs to exceed such Bilateral FCI Issuing Lender’s Bilateral FCI Issuing Commitment; (iv) the Borrowers and the applicable Bilateral FCI Issuing Lender shall be responsible for arranging for the reimbursement of any drawings under such Trade LCs; (v) the reporting as to outstanding Trade LCs, including the issuance thereof, any drawings thereunder, any banker’s acceptances created thereunder, any deferred payment undertakings incurred thereunder, and any obligations thereunder to reimburse any negotiating banks, confirming banks or other nominated banks shall be as agreed from time to time by the Borrowers and the applicable Bilateral FCI Issuing Lender; (vi) the applicable Bilateral FCI Issuing Lender shall be responsible for determining and monitoring whether, due to changes in foreign currency rates or otherwise, the aggregate Dollar Equivalent of the FCI Issuing Lender Exposure of such Bilateral FCI Issuing Lender in respect of Trade LCs and other Bilateral FCIs at any time exceeds such Bilateral FCI Issuing Lender’s Bilateral FCI Issuing Commitment and, if there is such an excess, the relevant Borrower shall arrange to provide Cash Cover for the amount of such excess in accordance with Section 2.6(o)(i); and (vii) the Borrowers and the applicable Bilateral FCI Issuing Lender shall be responsible for the calculation, payment and collection of all fees and handling charges with respect to Trade LCs (including arranging for any necessary offset to take account of any fees calculated by the Foreign Trade Facility Agent without reference to such Trade LCs); provided that any Bilateral FCI Fees payable to any Bilateral FCI Issuing Lender in respect of Trade LCs shall be reduced by the amount of any related Bilateral FCI Commitment Fee payable in respect of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender utilized by the issuance of such Trade LCs.