Common use of L/C Commitment Clause in Contracts

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by it, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), to issue letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, the L/C Arranger shall have no obligation to cause any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The L/C Arranger shall not at any time be obligated to cause any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters "Letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo BankCredit") for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero; and provided further that notwithstanding that any Letter of Credit may state that it is issued on behalf of a Guarantor and notwithstanding that any Application is executed by a Guarantor, each Letter of Credit is hereby deemed to be issued for the account of Borrower. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue standby letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertakingproviding for the payment of cash upon the honoring of a presentation thereunder, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower or any Subsidiary Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the such Issuing Lender; provided that, the L/C Arranger that such Issuing Lender shall have no obligation to cause not issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the Dollar Equivalent of the then outstanding L/C Obligations of such Issuing Lender would exceed the such Issuing Lender’s L/C Commitment then in effect, (ii) the outstanding principal amount of any Lender’s Revolving Extensions of Credit shall exceed the amount of such Lender’s Revolving Commitment or (iiiii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars or an Optional Currency and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (the “Letter of Credit Expiration Date”), provided that any Letter of Credit with a one-year term may provide for the renewal automatic extension or extension thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The L/C Arranger . Each request by the Borrower or any Subsidiary Borrower for the issuance of or amendment of a Letter of Credit shall not at be deemed to be a representation by the Borrower or any time Subsidiary Borrower that the Letter of Credit or amendment so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s or Subsidiary Borrower’s ability to obtain Letters of Credit shall be obligated to cause any fully revolving, and accordingly, the Borrower or Subsidiary Borrower may, during the foregoing period, obtain Letter of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. If the Borrower so requests in any applicable Application, the Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be issued hereunder if agreed upon at the time such issuance would conflict with, or cause the L/C Arranger, Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, Underlying Issuerthe Borrower shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the Issuing Lender shall not permit any such extension if (A) the Issuing Lender has determined that it would not be permitted, or any L/C Participant would have no obligation, at such time to exceed any limits imposed byissue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (y) of Section 3.1(a) or Section 3.1(b)), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable Requirement of Lawconditions specified in Section 5.2 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each Issuing Lender designated by itLender, in reliance on the agreements of the other Tranche 1 Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the relevant Borrower on any Business Day during before the Revolving Commitment Period fifth Business Day prior to the Termination Date in such form as may be approved from time to time by the L/C Arranger and the relevant Issuing Lender; provided that, the L/C Arranger that such Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Extensions of Credit of the Tranche 1 Revolving Lenders outstanding at such time would exceed the aggregate amount of Tranche 1 Revolving Commitments would be less than zeroin effect at such time. Each Letter of Credit shall (i) be denominated denominated, at the relevant Borrower’s option, in US Dollars, Euros or Canadian Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the latest Termination Date under the Tranche 1 Revolving Termination DateCommitments, provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The L/C Arranger An Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the such Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaw or contravene such Issuing Lender’s internal policies. (c) On the date on which a Change of Control shall occur, the relevant Borrower shall, with respect to outstanding L/C Obligations, deposit in a non-interest bearing account opened by the Administrative Agent, an amount of cash equal to such outstanding L/C Obligations, which amount held in such account shall be held as collateral security for such Borrower’s Obligations with respect to the related Letters of Credit, and any remaining amounts in such account, after satisfaction of all Obligations in respect of such L/C Obligations, shall be returned to such Borrower.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itBanks, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.04(a), agrees to issue standby letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower or any of its Subsidiaries on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and Availability Period; provided that the Issuing Lender; provided that, the L/C Arranger Banks shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations (including the Dollar Equivalent of such Lender’s Foreign Currency Letters of Credit) owing to the relevant Issuing Bank would exceed such Issuing Bank’s Individual L/C Sublimit, (ii) the sum of the L/C Obligations owing to the Issuing Banks would exceed the L/C Commitment Sublimit or (iiiii) the aggregate amount sum of the Available Revolving Commitments would be less than zerototal Credit Exposures exceeding the total Commitments. Each Letter of Credit shall (i) be denominated in Dollars, Euro or Pounds Sterling and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above); provided, further, that any Letter of Credit may, upon the request of the Borrower and without the consent of any other Issuing Bank or Lender, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Maturity Date) unless and until the applicable Issuing Bank notifies the beneficiary thereof in writing within the time period specified in such Letter of Credit or, if no such time period is specified, at least 30 days prior to the then-applicable expiration date, that such Letter of Credit will not be renewed. (b) The L/C Arranger No Issuing Bank shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict withviolate, or cause the L/C Arranger, the such Issuing Lender, Underlying Issuer, Bank or any relevant L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by it, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed either the Total L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zeroCommitment at such time. Each Letter of Credit shall (i) be denominated in Dollars, or in the discretion of the Issuing Lender, a Foreign Currency; provided that (iiA) have the Dollar Equivalent of each Letter of Credit denominated in Foreign Currency (each, a face amount of at least $250,000 “Foreign Currency L/C”) shall be reported by the Issuing Bank to the Administrative Agent (unless otherwise agreed by the L/C Arranger and Administrative Agent is the Issuing Lender) promptly upon the issuance of such Foreign Currency L/C and monthly within seven (7) Business Days prior to the end of each month (including the month of issuance) or more frequently upon the request of the Administrative Agent and (iiiB) the Dollar Equivalent of the aggregate face amount of all Foreign Currency L/Cs shall not exceed $20,000,000 at any time; and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Letter of Credit Maturity Date, provided ; except that (A) any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above) subject to the Borrower’s satisfaction of the conditions set forth in Section 5.2 at the time of any such renewal and (B) a Letter of Credit may expire on a date that is up to 365 days after the Letter of Credit Maturity Date (each such Letter of Credit, a “Holdover Letter of Credit”) if, on or before the date that is five (5) Business Days prior to the Letter of Credit Maturity Date, the Borrower provides to the Issuing Lender cash collateral in an amount equal to 105% of the Dollar Equivalent of the face amount of such Letter of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by the Issuing Lender in its sole discretion), to secure all of the Obligations relating to such Letter of Credit; provided that the Dollar Equivalent of the aggregate face amount of all Holdover Letters of Credit shall not exceed $70,000,000 at any time; and provided, further, that following the Letter of Credit Maturity Date, the Issuing Bank may recalculate the Dollar Equivalent of the face amount of any Foreign Currency L/C at any time and, to the extent that the cash collateral previously provided by the Borrower is equal to less than 105% of the Dollar Equivalent of the face amount of such Foreign Currency L/C plus all interest, fees, and costs due or to become due in connection therewith (as estimated by the Issuing Lender in its sole discretion), the Borrower shall immediately provide sufficient additional cash collateral to the Issuing Bank to make up for this shortfall. In addition, if the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the date that is five (5) Business Days prior to the Letter of Credit Maturity Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension. (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if if: (i) such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, the Letter of Credit is in an initial Dollar Equivalent stated amount less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit; (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.20(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. (viii) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount thereof after any drawing thereunder; or (ix) subject to Section 3.1(a), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance thereof. (c) Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of UCP 600 at the time of issuance shall apply to each commercial Letter of Credit. (d) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum Dollar Equivalent of the stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters "Letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo BankCredit") for the account of the Borrower Borrowers on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, German Deutschemarks, French Francs or British pounds and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date, provided that (A) any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above) and (B) any Letter of Credit denominated in a currency other than Dollars shall be issued and shall remain outstanding pursuant to procedures and on terms (including the effect of exchange rate fluctuations) to be agreed upon by the Borrowers and the Issuing Lender (which procedures and terms shall not be inconsistent with the procedures and terms of this Agreement). The Dollar equivalent (determined by the Administrative Agent in good faith according to customary methods and procedures) of any Letter of Credit denominated in a currency other than Dollars shall be monitored at the discretion of the Administrative Agent (but not less frequently than monthly); provided that the reimbursement obligations of the Revolving Credit Lenders shall be limited as set forth in Section 3. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a3.4(a), severally agrees to issue letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower ("Letters of Credit") on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the L/C Arranger and the such Issuing Lender; provided that, the L/C Arranger that no Issuing Lender shall have no any obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zerozero and provided further that the letters of credit issued by U.S. Bank and existing under the Existing Credit Facilities as set forth on Schedule 7.2(d) shall be deemed issued by U.S. Bank under this Agreement on the Closing Date. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The L/C Arranger No Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the such Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters "Letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo BankCredit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period denominated in Dollars or an Alternative Currency in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Each Letter of Credit shall be either (x) a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business, or (y) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.. 51

L/C Commitment. (a) Subject to the Section 2.3.1, each Issuing Lender agrees to issue Letters of Credit, in each case containing such terms and conditions hereofas are permitted by this Agreement and are reasonably satisfactory to the applicable Issuing Lender, at the L/C Arranger agrees to cause the Issuing Lender designated by it, in reliance on the agreements request of the other Revolving Lenders set forth in Section 3.10(a), to issue letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) and for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved Company from time to time by on and after the L/C Arranger Restatement Effective Date and before the scheduled Termination Date and, as more fully set forth in Section 2.3.2, each Lender agrees to purchase a participation in each such Letter of Credit; provided that (a) the aggregate Stated Amount of all Letters of Credit shall not at any time exceed $300,000,000, (b) the aggregate Stated Amount of all Letters of Credit outstanding with respect to any Issuing Lender shall not exceed such Issuing Lender; provided that’s Letter of Credit Sublimit, (c) the L/C Arranger Revolving Outstandings shall have not at any time exceed Revolving Loan Availability, (d) the Revolving Exposure of any Lender shall not at any time exceed its Commitment, (e) each Letter of Credit shall be denominated in U.S. Dollars or an Alternative Currency, (f) the stated amount of each Letter of Credit shall not be less than the applicable Borrowing Minimum or a higher integral multiple of the applicable Borrowing Multiple or such lesser amount as is acceptable to the applicable Issuing Lender and (g) in no obligation to cause event shall any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no an expiration date later than the earlier of (x1) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, Date and (2) the date which is one year from the date of issuance of such Letter of Credit; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods of up to 12 months (which shall in no event shall extend beyond the date referred to in clause (y1) above unless such Letter of Credit is Cash Collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender, it being understood that if an Issuing Lender issues a Letter of Credit that extends beyond the date referred to in clause (1) above, each Lender’s participation in such Letter of Credit will end on the Termination Date). (b) The L/C Arranger . In the event there is a Defaulting Lender, no Issuing Lender shall not at any time be obligated required to cause issue, renew or extend any Letter of Credit to the extent (x) the Defaulting Lender’s Pro Rata Share of Letter of Credit Commitment may not be issued hereunder if reallocated pursuant to Section 2.6(b) or (y) such issuance would conflict withIssuing Lender has not otherwise entered into arrangements satisfactory to it and the Company to eliminate such Issuing Lender’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, or cause including by Cash Collateralizing such Defaulting Lender’s Pro Rata Share of the L/C ArrangerLetter of Credit Usage. Notwithstanding the foregoing, the Issuing Lender, Underlying Issuer, or any L/C Participant to Company and its Subsidiaries may obtain Outside Letters of Credit; provided that the aggregate outstanding amount of such Outside Letters of Credit does not exceed any limits imposed by, any applicable Requirement the Outside Letter of LawCredit Limitation.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a)3.3, agrees to issue letters Letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) Credit for the account of the Borrower or any of its Subsidiaries and to amend or extend Letters of Credit previously issued by it, in accordance with Section 3.2(b), on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided thatprovided, that the L/C Arranger Issuing Lender shall have no obligation to cause not issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (b) The L/C Arranger No Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if (i) such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (ii) such issuance would violate one or more policies of the Issuing Lender applicable to letters of credit generally or (iii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Law applicable to the Issuing Lender or any request or directive (whether or not having the force of Law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itBank, in reliance on the agreements of the other Revolving Lenders Banks set forth in Section 3.10(asubsection 3.5(a), agrees to issue irrevocable standby letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower on any Business Day during on or after the Revolving Amendment Effective Date until the date which is five (5) Business Days prior to the end of the Commitment Period in such form as may be approved from time to time by the L/C Arranger Issuing Bank (all such letters of credit outstanding on the date hereof and all letters of credit to be issued hereunder, together with all extensions, renewals and replacements thereof, are herein collectively referred to as the "Letters of Credit"); PROVIDED that the Issuing Lender; provided that, the L/C Arranger Bank shall have no obligation to cause issue any Letter of Credit to be issued if at the time of such issuance a Default exists or an Event of Default has occurred and is continuing or if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments Credit Commitment would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $250,000 (unless otherwise agreed by expire no later than the L/C Arranger and the Issuing Lender) Termination Date and (iii) expire no later than the earlier of a date one (x1) the first anniversary of year after its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Dateissuance, provided PROVIDED that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (yii) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of the Issuing Bank's principal place of business. (c) The L/C Arranger Issuing Bank shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders L/C Participants set forth in Section 3.10(a2.20(d), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower on any Business Day during the Revolving Five-Year Commitment Period in such form as may be approved from time to time by the L/C Arranger and the applicable Issuing Lender; provided that, the L/C Arranger that no Issuing Lender shall have no an obligation to cause issue any Letter of Credit to be issued ifthe extent that, after giving effect to such issuance, (i) the L/C Obligations would exceed the aggregate L/C Commitments of all Issuing Lenders, (ii) (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by an Issuing Lender at such time plus (y) the unreimbursed portion of any payment made by such Issuing Lender under a Letter of Credit would exceed such Issuing Lender’s L/C Commitment or (iiiii) the aggregate amount of the Five-Year Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving 2023 Extended Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Application therefore, whether or not such maximum face amount is in effect at such time. No Issuing Lender shall have any obligation hereunder to issue commercial letters of credit. (bi) The L/C Arranger Issuing Lenders shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if the extent (a) that such issuance would conflict with, or cause the L/C Arranger, the any Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (b) any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over an Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Amendment and Restatement Effective Date, or shall impose upon an Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Amendment and Restatement Effective Date and which such Issuing Lender in good xxxxx xxxxx material to it or (c) the issuance of such Letter of Credit would violate one or more policies of an Issuing Lender applicable to letters of credit generally. (ii) [Reserved].

L/C Commitment. (a) The Existing Letters of Credit issued under the Existing Credit Agreement prior to the Closing Date, if any, will, from and after the Closing Date, be deemed to be Letters of Credit issued under this Agreement on the Closing Date. Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a2.8(a), agrees to issue letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) together with respect to letters the Existing Letters of credit issued by an Underlying Issuer (as of the Closing DateCredit, the prospective Underlying Issuer is to be Xxxxx Fargo Bank“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the such Issuing Lender; provided that, the L/C Arranger that no Issuing Lender shall have no any obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Sublimit, (ii) the aggregate amount of the Available Revolving Commitments would be less than zerozero or (iii) the amount of L/C Obligations at such time attributable to Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above, unless on or prior to such date, such Letter of Credit is cash collateralized in an amount equal to 105% of the face amount of such Letter and Credit and on such other terms reasonably satisfactory to the Administrative Agent and the applicable Issuing Lender, it being understood and agreed that if the Administrative Agent and the applicable Issuing Lender agree to permit a Letter of Credit to expire after the Revolving Termination Date, notwithstanding any provision of this Agreement to the contrary, each L/C Participant’s participation in such Letter of Credit will terminate on the Revolving Termination Date and such L/C Participants will have no further obligations to the Issuing Lenders after the Revolving Termination Date)..  (b) The L/C Arranger No Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the such Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a2.8(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment Commitment, or (ii) the aggregate amount Total Revolving Extensions of Credit then outstanding would exceed the lesser of (A) the Senior Debt Limit at such time, (B) the Borrowing Base at such time, and (C) the Total Revolving Commitments at such time. All Letters of Credit outstanding under the Existing Credit Agreement as of the Available Revolving Commitments would Closing Date shall be less than zero. Each deemed to be issued and outstanding under this Agreement as of the Closing Date. (b) The Issuing Lender shall not issue any Letter of Credit shall (i) be denominated in Dollars, (ii) have hereunder if such Letter of Credit expires or could expire on a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no date later than the earlier of (xi) the first anniversary of its date of issuance and 13 months or (yii) the date that is five Business Days thirty days prior to the Revolving Termination Date, except Letters of Credit not to exceed an aggregate amount at any one time outstanding of $10,000,000 that are automatically renewed annually and that may be terminated by notice not more than ninety days prior to such Letter of Credit’s annual renewal date, provided that any Letter such Letters of Credit with a one-year term may provide for are so terminated prior to the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)Revolving Termination Date. (bc) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue standby letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertakingproviding for the payment of cash upon the honoring of a presentation thereunder, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower or any Subsidiary Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the such Issuing Lender; provided that, the L/C Arranger that such Issuing Lender shall have no obligation to cause not issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the Dollar Equivalent of the then outstanding L/C Obligations of such Issuing Lender would exceed the such Issuing Lender’s L/C Commitment then in effect, (ii) the outstanding principal amount of any Lender’s Revolving Extensions of Credit shall exceed the amount of such Lender’s Revolving Commitment or (iiiii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars or an Optional Currency and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (the “Letter of Credit Expiration Date”), provided that any Letter of Credit with a one-year term may provide for the renewal automatic extension or extension thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Each request by the Borrower or any Subsidiary Borrower for the issuance of or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower or any Subsidiary Borrower that the Letter of Credit or amendment so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s or Subsidiary Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly, the Borrower or Subsidiary Borrower may, during the foregoing period, obtain Letter of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. If the Borrower so requests in any applicable Application, the Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrower shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the Issuing Lender shall not permit any such extension if (A) the Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (y) of Section 3.1(a) or Section 3.1(b)), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension. (b) The L/C Arranger No Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if (i) such issuance would conflict with, or cause the L/C Arranger, the such Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Restatement Effective Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Restatement Effective Date and which the Issuing Lender in good xxxxx xxxxx material to it, (iii) the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally or (iv) such Issuing Lender does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency. (c) Unless otherwise expressly agreed by the Issuing Lender and the Borrower or Subsidiary Borrower, as applicable, when a Letter of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, the Issuing Lender shall not be responsible to the Borrower or Subsidiary Borrower for, and the Issuing Lender’s rights and remedies against the Company shall not be impaired by, any action or inaction of the Issuing Lender required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Requirement of Law or any order of a jurisdiction where the Issuing Lender or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of during the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) Availability Period for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause not issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations Total Revolving Extensions of Credit would exceed the L/C Commitment or (ii) Line Cap, subject to the aggregate amount authority of the Available Revolving Commitments would be less than zeroAdministrative Agent, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.3. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance (or such longer period as agreed to by the applicable Issuing Lender in its sole discretion) and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) aboveabove unless such Letter of Credit has been cash collateralized or other arrangements backstopping such Letter of Credit have been made, in each case, reasonably satisfactory to the Issuing Lender). (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit if the issuance of such Letter of Credit would (i) result in such Issuing Lender’s L/C Obligations exceeding such Lender’s L/C Commitment, (ii) violate one or more policies of the Issuing Lender applicable to be issued hereunder if such issuance would letters of credit generally or (iii) conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower may from time to time request that an Issuing Lender issue Letters of Credit in excess of such Issuing Lender’s L/C Commitment in effect at the time of such request, and each Issuing Lender agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Lender in excess of its L/C Commitment then in effect shall nonetheless constitute a Letter of Credit for all purposes of this Agreement, and shall not affect the L/C Commitment of any other Issuing Bank. (c) The parties hereto agree that the Existing Letters of Credit shall be deemed to be Letters of Credit for all purposes under this Agreement, without any further action by the Borrower, the Issuing Lender or any other Person.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower (and on behalf of the Borrower or any of its Subsidiaries or Joint Ventures) on any Business Day during the Revolving Commitment Period in such customary form as may be approved from time to time by the L/C Arranger and the such Issuing Lender; provided that, the L/C Arranger that such Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender's portion of the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero, (iii) the Borrowing Base Availability would be less than zero or (iv) the L/C Obligations in respect of Letters of Credit that are Financial Letters of Credit would exceed the Financial Letter of Credit Sublimit. Each Letter of Credit shall (iA) be denominated in Dollars, (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) Dollars and (iiiB) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to 364 days after the Revolving Termination Date, provided (I) that any Letter of Credit with a one-year term an expiry date prior to the Termination Date may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (yB) above)) and (II) with respect to any Letter of Credit that expires on or after the date that is five Business Days prior to the Termination Date, at least 60 days prior to the Termination Date, the Borrower shall back-stop such Letter of Credit and/or deposit an amount in cash equal to 100% of the L/C Obligations in respect of such Letter of Credit in a cash collateral account established with the Administrative Agent for the benefit of the applicable Issuing Lender on terms and conditions satisfactory to the Administrative Agent and such Issuing Lender. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of a Subsidiary or Joint Venture inures to the benefit of the Borrower, and that the Borrower's business derives substantial benefits from the businesses of each such Subsidiary or Joint Venture. From time to time and upon reasonable request therefor, (i) each Issuing Lender shall confirm to the Administrative Agent the L/C Exposure in respect of Letters of Credit issued by it and its portion of the L/C Commitment and (ii) the Administrative Agent shall confirm to each Issuing Lender the aggregate amount of Available Commitments. For the avoidance of doubt, in no event shall the sum of the Issuing Lenders' respective portions of the L/C Commitment exceed the L/C Commitment. (b) The L/C Arranger No Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the any Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a2.8(a), agrees to issue standby or trade letters of credit (a “L/C”) credit, bank guaranties or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters other similar forms of credit issued by an Underlying Issuer such Issuing Lender (as together with any Designated Letters of the Closing DateCredit, the prospective Underlying Issuer is to be Xxxxx Fargo Bank“Letters of Credit”) for the account of the any Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the such Issuing Lender; provided provided, that, the L/C Arranger no Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount Outstanding Extensions of Credit of any Lender would exceed such Lender’s Commitment, (iii) the sum of the Available Revolving Commitments Total Outstanding Extensions of Credit would be less than zeroexceed the Total Commitments. No Foreign Borrower shall request and no Issuing Lender shall issue any Letter of Credit for the account of such Foreign Borrower if, after issuing such Letter of Credit, the aggregate Foreign Borrower Exposure of all Foreign Borrowers shall exceed the Aggregate Foreign Sublimit then in effect. Each Letter of Credit shall (i) be denominated in DollarsDollars or a Foreign Currency, (ii) have a face amount of at least $250,000 10,000 or the Foreign Currency Equivalent thereof (unless otherwise agreed by the L/C Arranger and the relevant Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date; provided, provided that that, any Letter of Credit with a one-year term may (subject to Section 2.7(c)) provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The L/C Arranger No Issuing Lender shall not at any time be obligated to cause issue, amend, extend or increase any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing the Letter of Credit, or any Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Lender in good xxxxx xxxxx material to it; (ii) such issuance of the Letter of Credit would violate one or more policies of general application of such Issuing Lender applicable to letters of credit; (iii) any Lender is at that time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion) with the applicable Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.37(a)(v)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued hereunder if such issuance would conflict with, or cause the that Letter of Credit and all other L/C ArrangerObligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion; (iv) the Issuing Lender, Underlying Issuer, or Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (v) the outstanding L/C Participant Obligations in respect of all Letters of Credit issued by such Issuing Lender would exceed the Issuing Lender Sublimit of such Issuing Lender. (c) Each Issuing Lender shall act on behalf of the Lenders with respect to exceed any limits imposed byLetters of Credit issued by it and the documents associated therewith, and each Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in Section 8 with respect to any applicable Requirement acts taken or omissions suffered by such Issuing Lender in connection with Letters of LawCredit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 8 included each Issuing Lender with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the Issuing Lenders. (d) On the Closing Date, (i) the Company shall provide Schedule 2.6, which Schedule shall list the Designated Letters of Credit, (ii) such Designated Letters of Credit shall be deemed to be Letters of Credit issued pursuant to and in compliance with this Section 2.6, (iii) the face amount of such Designated Letters of Credit shall be included in the calculation of the available L/C Commitment and the Outstanding Extensions of Credit, (iv) the provisions of this Agreement shall apply thereto, and the Company and the Lenders hereunder hereby expressly assume all obligations with respect to such Letters of Credit that they would have if such Letters of Credit had been issued pursuant to this Agreement and (v) all liabilities of the Company with respect to such Designated Letters of Credit shall constitute obligations of the Company hereunder.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower Company or any Borrowing Subsidiary on any Business Day during the Tranche A Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the such Issuing Lender; provided that, the L/C Arranger that no Issuing Lender shall have no any obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or then in effect, (ii) 105% of the aggregate amount Dollar Equivalent of the L/C Obligations attributable to Letters of Credit denominated in Alternate Currencies would exceed the L/C Alternate Currency Sublimit then in effect or (iii) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Alternate Currencies plus (y) the Dollar Equivalent of the Revolving Extensions of Credit then outstanding other than Letters of Credit denominated in Alternate Currencies would exceed the Available Revolving Commitments would be less than zeroCommitments. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $250,000 (unless otherwise Canadian Dollars, Euro or British Pound Sterling, as the case may be, or, if agreed by the L/C Arranger and the applicable Issuing Lender) , any Alternate Currency and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Tranche A Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-periods of up to one year periods (which shall but in no event shall any such renewal extend beyond the date referred to in clause (y) above). (b) The L/C Arranger No Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the such Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit deemed issued for the account of the Borrower on the Closing Date hereunder. Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower and any of its Subsidiaries on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount term until expiry (or, if such Letter of at least $250,000 (unless otherwise agreed by Credit contemplates time drafts, a term through the L/C Arranger and the Issuing Lendermaximum time draft period) and (iii) expire ending no later than the earlier of (x) the first anniversary of its date of issuance (except with the consent of the Majority Facility Lenders in respect of the Revolving Facility) and (y) the date that is five Business Days prior to the Scheduled Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof thereof, with or without notice from the Issuing Lender, for additional one-successive periods of up to one year periods each (which shall in no event extend beyond the date referred to in clause (y) above). (b) The L/C Arranger shall not at any time be obligated to cause any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each Issuing Lender designated by itLender, in reliance on the agreements of the other Tranche 1 Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the relevant Borrower on any Business Day during before the Revolving Commitment Period fifth Business Day prior to the Termination Date in such form as may be approved from time to time by the L/C Arranger and the relevant Issuing Lender; provided that, the L/C Arranger that such Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Extensions of Credit of the Tranche 1 Lenders outstanding at such time would exceed the aggregate amount of Tranche 1 Revolving Commitments in effect at such time, (iii) the Total Revolving Extensions of Credit denominated in Canadian Dollars would be less than zeroexceed the Canadian Dollar Equivalent of US$150,000,000 or (iv) the Total Revolving Extensions of Credit denominated in Euros would exceed the Euro Equivalent of US$200,000,000. Each Letter of Credit shall (i) be denominated denominated, at the relevant Borrower’s option, in US Dollars, Euros or Canadian Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the latest Termination Date under the Tranche 1 Revolving Termination DateCommitments, provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The L/C Arranger An Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the such Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) On the date on which a Change of Control shall occur, the relevant Borrower shall, with respect to outstanding L/C Obligations, deposit in a non-interest bearing account opened by the Administrative Agent, an amount of cash equal to such outstanding L/C Obligations, which amount held in such account shall be held as collateral security for such Borrower’s Obligations with respect to the related Letters of Credit, and any remaining amounts in such account, after satisfaction of all Obligations in respect of such L/C Obligations, shall be returned to such Borrower.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of during the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) Availability Period for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause not issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations Total Revolving Extensions of Credit would exceed the L/C Commitment or (ii) Line Cap, subject to the aggregate amount authority of the Available Revolving Commitments would be less than zeroAdministrative Agent, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.3. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance (or such longer period as agreed to by the applicable Issuing Lender in its sole discretion) and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) aboveabove unless such Letter of Credit has been cash collateralized or other arrangements backstopping such Letter of Credit have been made, in each case, reasonably satisfactory to the Issuing Lender). No more than 20 Letters of Credit shall be outstanding at any time. (ba) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit if the issuance of such Letter of Credit would (i) result in such Issuing Lender’s L/C Obligations exceeding such Lender’s L/C Commitment, (ii) violate one or more policies of the Issuing Lender applicable to be issued hereunder if such issuance would letters of credit generally or (iii) conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower may from time to time request that an Issuing Lender issue Letters of Credit in excess of such Issuing Xxxxxx’s L/C Commitment in effect at the time of such request, and each Issuing Xxxxxx agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Lender in excess of its L/C Commitment then in effect shall nonetheless constitute a Letter of Credit for all purposes of this Agreement, and shall not affect the L/C Commitment of any other Issuing Bank. (b) The parties hereto agree that the Existing Letters of Credit shall be deemed to be Letters of Credit for all purposes under this Agreement, without any further action by the Borrower, the Issuing Lender or any other Person.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a2.26(a), agrees to issue letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to the letters of credit issued by an Underlying Issuer (as of on and after the Closing Date, together with the prospective Underlying Issuer is to be Xxxxx Fargo BankExisting Letters of Credit, collectively, the “Letters of Credit”) for the account of the Borrower on any Business Day during the periodcommencing on the Closing Date and ending 30 days prior to the Revolving Commitment Period Credit Termination Date in such form as may be approved from time to time by the L/C Arranger and the such Issuing Lender; provided that, the L/C Arranger that no Issuing Lender shall have no any obligation to cause issue any Letter of Credit, and no Revolving Credit Lender shall have any obligations to be issued participate in any Letter of Credit, if, after giving effect to such issuanceissuance or participation, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero; provided, further, that in no event shall Credit Suisse AG, Barclays Bank PLC, Royal Bank of Canada or any of their respective offices, branches or Affiliates, in each case to the extent that it is an Issuing Lender hereunder, be required to issue any trade Letter of Credit. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The L/C Arranger No Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the such Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.Notwithstanding anything to the contrary contained in thisSection 2.23or elsewhere in this Agreement, in the event that a Revolving Credit Lender is a Defaulting Lender, the Issuing Lender shall not be required to issue any Letter of Credit unless such Defaulting Lender’s Revolving Credit Percentage of the L/C Obligations, after giving effect to the issuance of such Letter of Credit, may be reallocated among Non-Defaulting Lenders in accordance with Section 2.31(a)(iv)or, if such reallocation is not available in accordance with such Section, each Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit by all suchDefaulting Lenders, which may include by cash collateralizing each such Defaulting Lender’s Pro Rata Percentage of each Letter of Credit issued while such Defaulting Lender remains a Defaulting Lender.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters "Letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo BankCredit") for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)) so long as any such Letter of Credit permits the Issuing Lender to prevent any such renewal at least once during each twelve-month period (commencing with the date of the issuance of such Letter of Credit) by giving notice to the beneficiary thereof no later than a day in each such twelve-month period to be agreed upon by the Borrower and the Issuing Lender at the time such Letter of Credit is issued. (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger Issuing Lender agrees to cause the Issuing Lender designated by itissue, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), to issue amend or extend letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower or any Subsidiary on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, amendment or extension, (ix) the Dollar Equivalent L/C Obligations Exposure for all Letters of Credit outstanding would exceed the Dollar Equivalent of Total L/C Commitment or Commitments, (iiy) the aggregate Dollar Equivalent amount of L/C Exposure for all Letters of Credit denominated in a Foreign Currency outstanding would exceed the Foreign L/C Sublimit or (z) the Dollar Equivalent of Available Revolving Commitments Commitment at such time would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars (ii) have a face amount of at least $250,000 (unless or Foreign Currency if agreed to by the applicable Issuing Lender). Unless otherwise agreed to by the L/C Arranger and the Issuing Lender) and (iii) Lender in its sole discretion, each Letter of Credit shall expire no later than the earlier of (xi) the first anniversary of its date of issuance and (yii) the date that is five Business Days prior to the Revolving Termination Letter of Credit Maturity Date, provided that any Letter of Credit with a one-one (1) year term may provide for the renewal thereof for additional one-one (1) year periods (which shall in no event extend beyond the date referred to in clause (yii) above). (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if if: (i) such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Administrative Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Issuing Lender, such Letter of Credit is in an initial face amount less than $250,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Three-Year Revolving Lenders set forth in Section 3.10(a2.11(a), agrees to issue letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) together with respect to letters the Existing Letters of credit issued by an Underlying Issuer (as of the Closing DateCredit, the prospective Underlying Issuer is to be Xxxxx Fargo Bank"Letters of Credit") for the account of the Borrower Company (and, on a joint and several basis, any applicable Subsidiary Borrower), on any Business Day during the Three-Year Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment Sublimit or (ii) the aggregate amount of the Available Three-Year Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in DollarsDollars or a Foreign Currency, (ii) have a face amount of at least $250,000 100,000 or the Foreign Currency Equivalent thereof (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Three-Year Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-periods of up to one year periods (which shall in no event extend beyond the date referred to in clause (y) above). The letters of credit identified on Schedule 2.8 (the "Existing Letters of Credit") shall be deemed to be "Letters of Credit" issued on the Closing Date for all purposes of this Agreement and the other Loan Documents. (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) The Issuing Lender may be replaced at any time by written agreement among the Company, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender. The Administrative Agent shall notify the Three-Year Revolving Lenders of any such replacement of the Issuing Lender. At the time any such replacement shall become effective, the Company shall pay all unpaid fees accrued for the account of the replaced Issuing Lender. From and after the effective date of any such replacement, (i) the successor Issuing Lender shall have all the rights and obligations of the Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term "Issuing Lender" shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero; and provided further that notwithstanding that any Letter of Credit may state that it is issued on behalf of a Guarantor and notwithstanding that any Application is executed by a Guarantor, each Letter of Credit is hereby deemed to be issued for the account of Borrower. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). It is hereby understood and agreed that each Letter of Credit issued under the Existing Credit Agreement and outstanding on the Effective Date shall continue to constitute a Letter of Credit. (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (ai) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders L/C Participants set forth in Section 3.10(a2.20(e), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower Gannett on any Business Day during the Revolving Five-Year Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued ifthe extent that, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Five-Year Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Five-Year Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Application therefore, whether or not such maximum face amount is in effect at such time. (bii) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if the extent (a) that such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (b) any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Third Amendment Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Third Amendment Effective Date and which the Issuing Bank in good xxxxx xxxxx material to it or (c) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each US Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/CUS Letters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower or any other Group Member on any Business Day during the US Revolving Credit Commitment Period in such form as may be approved from time to time by the L/C Arranger and the such Issuing Lender; provided thatprovided, the L/C Arranger that no US Issuing Lender shall have no any obligation to cause issue any US Letter of Credit to be issued if, after giving effect to such issuance, (i) the US L/C Obligations would exceed the US L/C Commitment or (ii) the aggregate amount of the Available US Revolving Credit Commitments would be less than zero. Each Letter of Credit US L/C shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the US Revolving Credit Termination Date, ; provided that any US Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). In addition, the US Issuing Lender agrees to issue US Letters of Credit with an expiration date later than the date specified in the two immediately preceding sentences (but no later than one year from the date of issuance thereof) in reliance upon the Borrower’s agreement to cash collateralize such Letters of Credit by the date which is 30 days prior to the US Revolving Credit Termination Date in the amount that would be required by the US Issuing Lender pursuant to Section 10.15(c) to deem such US Letter of Credit not outstanding, and the Borrower so agrees to cash collateralize such US Letters of Credit by such date, it being understood that until the Loans, the Reimbursement Obligations and the other Obligations under the Loan Documents are paid in full, the Commitments have been terminated and no other Letters of Credit shall be outstanding, such cash collateral shall be subject to the rights of each other Lender under Section 10.7. (b) The Subject to the terms and conditions hereof, each Canadian Issuing Lender, in reliance on the agreements of the other Canadian Revolving Credit Lenders set forth in Section 3.4(d), agrees to issue letters of credit (“Canadian Letters of Credit”) for the account of WSCA on any Business Day during the Canadian Revolving Credit Commitment Period in such form as may be approved from time to time by such Canadian Issuing Lender; provided, that no Canadian Issuing Lender shall have any obligation to issue any Canadian Letter of Credit if, after giving effect to such issuance (i) the Canadian L/C Arranger Obligations would exceed the Canadian L/C Commitment or (ii) the aggregate amount of the Available Canadian Revolving Credit Commitments would be less than zero. Each Canadian Letter of Credit shall (i) be denominated in Canadian Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which is five Business Dates prior to the Canadian Revolving Credit Termination Date; provided that any Canadian Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). In addition, the Canadian Issuing Lender agrees to issue Canadian Letters of Credit with an expiration date later than the date specified in the two immediately preceding sentences (but no later than one year from the date of issuance thereof) in reliance upon the Borrower’s and WSCA’s agreement to cash collateralize such Canadian Letters of Credit by the date which is 30 days prior to the Canadian Revolving Credit Termination Date in the amount that would be required by such Issuing Lender pursuant to Section 10.15(c) to deem such Letter of Credit not outstanding, and the Borrower and WSCA so agree to cash collateralize such Letters of Credit by such date, it being understood that until the Loans, the Reimbursement Obligations and the other Obligations under the Loan Documents are paid in full, the Commitments have been terminated and no other Letters of Credit shall be outstanding, such cash collateral shall be subject to the rights to the rights of each other Lender under Section 10.7. (c) No Issuing Lender shall at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the such Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by it, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed either the Total L/C Commitment Commitments or (ii) the aggregate amount of the Available Revolving Commitments would be less than zeroCommitment at such time. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if if: (i) such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied (which notice shall contain a description of any such condition asserted not to be satisfied); (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $200,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by it, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.04(a), to issue letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “the L/C Undertaking”) with respect Issuing Bank agrees from time to letters time to issue Letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) Credit for the account of the Borrower on any Business Day during the Revolving period from the Commitment Period Effective Date until the Termination Date in such form as may be approved from time to time by the L/C Arranger and the Issuing LenderBank; provided that, the L/C Arranger shall have no obligation to cause any Letter of Credit to be issued if, that (i) after giving effect to such issuance, (i) the L/C Obligations would shall not exceed the L/C Commitment or (ii) the aggregate face amount of the Available Revolving Commitments would be less than zerorequested Letter of Credit, when aggregated with all other then outstanding Extensions of Credit, shall not exceed the Line Cap at such time. Each Letter of Credit shall (i) be denominated in Canadian Dollars, (ii) have Dollars or any other lawful foreign currency which is approved in writing on a face amount of at least $250,000 (unless otherwise agreed case by case basis by the L/C Arranger Issuing Bank and the Issuing Lender) Agent in their sole and absolute discretion and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and issuance, or (y) subject to the provisions of Section 6.01(p), the date that is five (5) Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which which, subject to the provisions of Section 6.01(p)) shall in no event extend beyond the date referred to in clause (y) above). From and after the Commitment Effective Date, all Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and shall be subject to and governed by, the terms and conditions hereof. (b) The L/C Arranger Issuing Bank shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if (i) such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Bank or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law, (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuing Bank from issuing such Letter of Credit, or any law applicable to the L/C Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuing Bank shall prohibit, or request that the L/C Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the L/C Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the L/C Issuing Bank in good xxxxx xxxxx material to it; (iii) such issuance would violate one or more policies of the L/C Issuing Bank applicable to letters of credit generally, or (iv) any Lender is at such time a Defaulting Lender or Deteriorating Lender hereunder, unless the L/C Issuing Bank has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the L/C Issuing Bank’s risk with respect to such Lender.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Each Letter of Credit shall be issued to support obligations of Company incurred in the ordinary course of its business. It shall be a condition precedent to the obligation of the Issuing Lender to issue each Letter of Credit that the Lease/Purchase Documents shall have been amended, if necessary, to (i) provide a method for the Company to utilize such Letter of Credit,(ii) ensure that the Borrower will remain in compliance with Section 7.1(d, and (iii) make such other changes (including, without limitation, to provide for the funding of cash collateral upon the occurrence of an Event of Default as and when required by Section 8 hereof), in each case in a manner acceptable to the Administrative Agent. (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit and bank guarantees in customary form (a collectively, “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower Company (or jointly for the account of the Company and a Restricted Subsidiary) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the Dollar Equivalent of the Total L/C Commitment or Limit, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (iiiii) have a face amount the aggregate Dollar Equivalent of at least $250,000 Alternative Currency Loans and Alternative Currency L/C Exposure would exceed the Alternative Currency Sublimit or (unless otherwise agreed by iv) the L/C Arranger and the Issuing Lender) and C (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y1) the date that is five Business Days prior to the Revolving Termination Date or (2) the date that is one year after the Revolving Termination Date, provided that no later than the 60th day prior to the Revolving Termination Date (or for any Letters of Credit issued after such date, the date of issuance), the Company shall deposit in a cash collateral account opened by the Administrative Agent an amount equal to 103% of the aggregate then undrawn and unexpired amount of such Letters of Credit; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a2.8(a), agrees to issue standby or trade letters of credit (a “L/C”) credit, bank guaranties or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters other similar forms of credit issued by an Underlying Issuer such Issuing Lender (as together with any Designated Letters of the Closing DateCredit, the prospective Underlying Issuer is to be Xxxxx Fargo Bank“Letters of Credit”) for the account of the any Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the such Issuing Lender; provided that, the L/C Arranger that no Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount sum of the Available Revolving Commitments Total Outstanding Extensions of Credit would be less than zeroexceed the Total Commitments. No Foreign Borrower shall request and no Issuing Lender shall issue any Letter of Credit for the account of such Foreign Borrower if, after issuing such Letter of Credit, the aggregate Foreign Borrower Exposure of all Foreign Borrowers shall exceed the Aggregate Foreign Sublimit then in effect. Each Letter of Credit shall (i) be denominated in DollarsDollars or a Foreign Currency, (ii) have a face amount of at least $250,000 10,000 or the Foreign Currency Equivalent thereof (unless otherwise agreed by the L/C Arranger and the relevant Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The L/C Arranger No Issuing Lender shall not at any time be obligated to cause issue, amend or increase any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter of Credit, or any Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (ii) such issuance of the Letter of Credit would violate one or more policies of general application of the Issuing Lender applicable to letters of credit; (iii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the applicable Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.37(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued hereunder if such issuance would conflict with, or cause the that Letter of Credit and all other L/C ArrangerObligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (iv) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (c) The Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Issuing Lender shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 8 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 8 included the Issuing Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Issuing Lender. (d) On the Closing Date, Underlying Issuer(i) the Company shall provide Schedule 2.6, or any which Schedule shall list the Designated Letters of Credit, (ii) such Designated Letters of Credit shall be deemed to be Letters of Credit issued pursuant to and in compliance with this Section 2.6, (iii) the face amount of such Designated Letters of Credit shall be included in the calculation of the available L/C Participant Commitment and the Outstanding Extensions of Credit, (iv) the provisions of this Agreement shall apply thereto, and the Company and the Lenders hereunder hereby expressly assume all obligations with respect to exceed any limits imposed by, any applicable Requirement such Letters of LawCredit that they would have if such Letters of Credit had been issued pursuant to this Agreement and (v) all liabilities of the Company with respect to such Designated Letters of Credit shall constitute obligations of the Company hereunder.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters "Letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo BankCredit") for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $250,000 100,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a term not greater than one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) aboveaccordance with Section 3.7(b). (b) The L/C Arranger Issuing Lender shall send a request for approval of renewal of any renewable Letter of Credit to the Administrative Agent no later than the earlier of (a) thirty days prior to the anniversary date of the date of the issuance of such Letter of Credit and (b) thirty days prior to any non-renewal notice date set forth in such Letter of Credit. If the Administrative Agent confirms that such renewal would not, after giving effect to such renewal, cause the Available Revolving Commitments to be less than zero (such confirmation to be delivered by the Administrative Agent to the Issuing Lender not less than twenty (20) days prior to (x) the anniversary date of the date of issuance of such Letter of Credit (in the event that Issuing Lender sent to the Administrative Agent the applicable request for confirmation pursuant to clause (a) of the immediately preceding sentence) or (y) the non-renewal notice date set forth in such Letter of Credit (in the event that the Issuing Lender sent to the Administrative Agent the applicable request for approval pursuant to clause (b) of the immediately preceding sentence). Notwithstanding the foregoing, in no event shall the term of any such renewed Letter of Credit extend beyond the date that is five Business Days prior to the Revolving Termination Date. (c) The Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by it, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed either the Total L/C Commitment Commitments or (ii) the aggregate amount of the Available Revolving Commitments would be less than zeroCommitment at such time. Each Letter of Credit shall (i) be denominated in Dollars, Dollars or in an Alternative Currency (ii) have a face amount of at least $250,000 (unless otherwise it being agreed by the L/C Arranger and that the Issuing LenderLender shall have no obligation to issue, renew or extend a Letter of Credit in an Alternative Currency if the Issuing Lender as of any date of determination does not issue Letters of Credit in such Alternative Currency) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if if: (i) such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant Lender to exceed any limits imposed by, any Applicable Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable Requirement to the Issuing Lender or any request, guideline or directive (whether or not having the force of Law.law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any Applicable Law or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) such Letter of Credit is not denominated in Dollars or an Alternative Currency;

L/C Commitment. (a) Subject to the Section 2.3.1, each Issuing Lender agrees to issue Letters of Credit, in each case containing such terms and conditions hereofas are permitted by this Agreement and are reasonably satisfactory to the applicable Issuing Lender, at the L/C Arranger agrees to cause the Issuing Lender designated by it, in reliance on the agreements request of the other Revolving Lenders set forth in Section 3.10(a), to issue letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) and for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved Company from time to time by on and after the L/C Arranger 2019 Restatement Effective Date and before the scheduled Termination Date and, as more fully set forth in Section 2.3.2, each Lender agrees to purchase a participation in each such Letter of Credit; provided that (a) the aggregate Stated Amount of all Letters of Credit shall not at any time exceed $300,000,000, (b) the aggregate Stated Amount of all Letters of Credit outstanding with respect to any Issuing Lender shall not exceed such Issuing Lender; provided that’s Letter of Credit Sublimit, (c) the L/C Arranger Revolving Outstandings shall have not at any time exceed Revolving Loan Availability, (d) the Revolving Exposure of any Lender shall not at any time exceed its Revolving Commitment, (e) each Letter of Credit shall be denominated in U.S. Dollars or an Alternative Currency, (f) the stated amount of each Letter of Credit shall not be less than the applicable Borrowing Minimum or a higher integral multiple of the applicable Borrowing Multiple or such lesser amount as is acceptable to the applicable Issuing Lender and (g) in no obligation to cause event shall any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no an expiration date later than the earlier of (x1) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, Date and (2) the date which is one year from the date of issuance of such Letter of Credit; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods of up to 12 months (which shall in no event shall extend beyond the date referred to in clause (y1) above unless such Letter of Credit is Cash Collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender, it being understood that if an Issuing Lender issues a Letter of Credit that extends beyond the date referred to in clause (1) above, each Lender’s participation in such Letter of Credit will end on the Termination Date). (b) The L/C Arranger . In the event there is a Revolving Lender that is a Defaulting Lender, no Issuing Lender shall not at any time be obligated required to cause issue, renew or extend any Letter of Credit to the extent (x) the Defaulting Lender’s Pro Rata Share of Letter of Credit Commitment may not be issued hereunder if reallocated pursuant to Section 2.6(b) or (y) such issuance would conflict withIssuing Lender has not otherwise entered into arrangements satisfactory to it and the Company to eliminate such Issuing Lender’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, or cause including by Cash Collateralizing such Defaulting Lender’s Pro Rata Share of the L/C ArrangerLetter of Credit Usage. Notwithstanding the foregoing, the Issuing Lender, Underlying Issuer, or any L/C Participant to Company and its Subsidiaries may obtain Outside Letters of Credit; provided that the aggregate outstanding amount of such Outside Letters of Credit does not exceed any limits imposed by, any applicable Requirement the Outside Letter of LawCredit Limitation.

L/C Commitment. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit under the Existing Credit Agreement, which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each Issuing Lender designated by itLender, in reliance on the agreements of the other LC/Swing Line Revolving Lenders set forth in Section 3.10(a4.4(a), agrees to issue letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to the letters of credit issued by an Underlying Issuer (as of on and after the Closing DateDate pursuant to this Section 4, the prospective Underlying Issuer is to be Xxxxx Fargo Bank“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Facility Commitment Period in such form as may be approved from time to time by the L/C Arranger and the such Issuing Lender; provided thatprovided, the L/C Arranger that no Issuing Lender shall have no any obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the outstanding L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the sum of (x) the L/C Obligations plus (y) the aggregate principal amount of Swing Line Loans outstanding at any time, plus (z) the aggregate amount of LC/Swing Line Revolving Loans then outstanding would exceed the Available LC/Swing Line Revolving Commitments Commitment or (iii) the sum of (x) the L/C Obligations, plus (y) the aggregate principal amount of Swing Line Loans outstanding at any time plus (z) the aggregate amount of Revolving Credit Loans then outstanding would be less than zeroexceed the Total Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Facility Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The L/C Arranger shall not at any time be obligated to cause any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject After the Syndication Date, subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank"LETTERS OF CREDIT") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, PROVIDED that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Scheduled Revolving Credit Termination Date, provided PROVIDED that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(asubsection 3.4(a), agrees to issue letters of credit (a “L/C”"Letters of Credit") denominated in Dollars or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) Available Foreign Currency for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the Dollar Equivalent Amount of the aggregate L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the Available Revolving Credit Commitment of any Revolving Credit Lender would be less than zero, (iii) the Aggregate Revolving Credit Outstandings would exceed the aggregate amount of the Available Revolving Credit Commitments of all the Revolving Credit Lenders, or (iv) the then Dollar Equivalent Amount of the Foreign Currency Sublimit Outstandings would exceed the Foreign Currency Subfacility Amount. All letters of credit issued pursuant to the Prior Credit Agreement shall, at all times on or after the Closing Date, be less than zero. deemed to be "Letters of Credit" for all purposes of this Agreement and the other Loan Documents. (b) Each Letter of Credit shall (i) be denominated either (x) a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, to finance the working capital and business needs of the Borrower or any of its Subsidiaries in Dollars, the ordinary course of business or (y) a commercial letter of credit issued in respect of the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary date that is 12 months after the date of its date of issuance and (y) the date that is five fifth Business Days Day prior to the Revolving Credit Commitment Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (bd) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters "Letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo BankCredit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Upon satisfaction of all conditions precedent to the initial Loan hereunder, without any further action on the part of the Borrower, the Issuing Lender, the Administrative Agent or any L/C Participant, (i) each of the letters of credit listed on Schedule 3.1 hereto (the "Existing L/Cs") previously issued for the account of the Borrower shall be deemed for all purposes of this Agreement to be issued hereunder, (ii) each application and agreement for letter of credit pursuant to which each Existing L/C was issued shall be deemed for all purposes of this Agreement to be an Application, and (iii) all of the Borrower's indebtedness and liabilities to Xxxxxx Trust and Savings Bank with respect to the Existing L/C shall be deemed to be L/C Obligations of the Borrower for all purposes of this Agreement and the other Loan Documents. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue standby letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower on any Business Day during the Revolving Commitment Availability Period substantially in the form of Exhibit L or in such other form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $250,000 100,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date, ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall or a longer period if agreed to by the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) aboveabove may provide for automatic renewals pursuant to Section 3.8(b). Each Letter of Credit issued on a sight basis only and governed by laws of the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98). (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if (i) such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter of Credit, or any Requirements of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Amendment No. 6 Effective Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Amendment No. 6 Effective Date and which the Issuing Lender in good xxxxx xxxxx material to it and (iii) the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower and any of its Subsidiaries and Homebuilding Joint Ventures on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the such Issuing Lender; provided that, the L/C Arranger that no Issuing Lender shall have no any obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations (exclusive of unreimbursed drawings that are reimbursed on the date of, and prior to the issuance of, such Letter of Credit) would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero or (iii) the Borrowing Base Availability would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $250,000 5,000 (unless otherwise agreed by the L/C Arranger and the relevant Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior 364 days after to the Class A Revolving Facility Termination Date, provided (A) that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)) and (B) at least 90 days prior to the Class A Revolving Facility Termination Date, Borrower shall, to the extent of the balance, replace outstanding Letters of Credit and/or deposit an amount equal to 100% of such balance in cash in a cash collateral account established with Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to Administrative Agent. (b) The L/C Arranger No Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each Issuing Lender designated by itLender, in reliance on the agreements of the other Tranche 1 Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the relevant Borrower on any Business Day during before the Revolving Commitment Period fifth Business Day prior to the Termination Date in such form as may be approved from time to time by the L/C Arranger and the relevant Issuing Lender; provided that, the L/C Arranger that such Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Extensions of Credit of the Tranche 1 Lenders outstanding at such time would exceed the aggregate amount of Tranche 1 Revolving Commitments in effect at such time or (iii) the Total Revolving Extensions of Credit to the Canadian Borrower would be less than zeroexceed US$150,000,000 or the Canadian Dollar Equivalent. Each Letter of Credit shall (i) be denominated denominated, at the relevant Borrower’s option, in Dollars, US Dollars or Canadian Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the latest Termination Date under the Tranche 1 Revolving Termination DateCommitments, provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The L/C Arranger An Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the such Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit under the Existing Credit Agreement, which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a4.4(a), agrees to issue letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to the letters of credit issued by an Underlying Issuer (as of on and after the Closing DateDate pursuant to this Section 4, the prospective Underlying Issuer is to be Xxxxx Fargo Bank“Letters of Credit”) for the account of the Borrower (or any Subsidiary so long as Borrower is a joint and several co-applicant) on any Business Day during the Revolving Facility Commitment Period in such form as may be approved from time to time by the L/C Arranger and the such Issuing Lender; provided thatprovided, the L/C Arranger that no Issuing Lender shall have no any obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the outstanding L/C Obligations would exceed the L/C Commitment or (ii) the sum of (x) the L/C Obligations, plus (y) the aggregate principal amount of Swing Line Loans outstanding at any time plus (z) the aggregate amount of Revolving Credit Loans then outstanding would exceed the Available Total Revolving Commitments would be less than zeroCredit Commitment. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Facility Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The L/C Arranger shall not at any time be obligated to cause any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue or cause one of its Affiliates that is a commercial bank to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower Borrowers on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Maturity Date, ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) Notwithstanding anything to the contrary herein, the Existing Letters of Credit for the account of or on behalf of the Lead Borrower that are outstanding on the Closing Date as listed on Schedule 3.1 shall be deemed to be Letters of Credit issued hereunder on the Closing Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by it, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower any Loan Party on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause not issue any Letter of Credit to be issued if, if (1) after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed the Total L/C Commitments at such time, (2) after giving effect to such issuance, the sum of the L/C Commitment or (ii) Exposure and the aggregate amount of outstanding Revolving Loans would exceed the Available Revolving Commitments would Commitment at such time, or (3) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by Administrative Agent or a Lender that the funding conditions set forth in Section 5.2 cannot be less than zerosatisfied at such time. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Letter of Credit Maturity Date, ; provided that Letters of Credit may have termination dates that occur later than five Business Days prior to the Letter of Credit Maturity Date to the extent the Borrower shall have Cash Collateralized such Letters of Credit; provided further that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if if: (i) such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $100,000; or (vii) any Lender is at that time a Defaulting Lender, unless reallocated in accordance with Section 2.19(a)(iv) if the Issuing Lender has entered into arrangements satisfactory to the Issuing Lender (in its reasonable discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.19(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.04(a), agrees to issue issue, amend, renew or extend letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower on any Business Day during the Revolving Commitment Availability Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue, amend, renew or extend any Letter of Credit to be issued if, after giving effect to such issuancethereto, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). From time to time and upon reasonable request therefor, the Issuing Lender shall confirm to the Administrative Agent the L/C Exposure and the Administrative Agent shall confirm to the Issuing Lender the aggregate amount of Available Commitments. (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue, amend, renew or extend any Letter of Credit to be issued hereunder if such issuance doing so would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by it, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower (or any other Group Member so long as the Borrower is the applicant on the applicable Application and such Group Member has furnished any documentation required by the Issuing Lender pursuant to “know-your-customer” or any internal requirements) on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed either the Total L/C Commitment Commitments or (ii) the aggregate amount of the Available Revolving Commitments would be less than zeroCommitment at such time. Each Letter of Credit shall (i) be denominated in DollarsDollars or in an Alternative Currency (it being agreed that the Issuing Lender shall have no obligation to issue, renew or extend a Letter of Credit in an Alternative Currency if the Issuing Lender as of any date of determination does not issue Letters of Credit in such Alternative Currency), and (ii) have a face amount of at least $250,000 (unless otherwise agreed to by the L/C Arranger and the Issuing Lender) and (iii) , expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) aboveabove unless the Issuing Lender otherwise agrees). (b) The L/C Arranger shall not at any time be obligated to cause any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause -------------- the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters "Letters ------- of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo BankCredit") for the account of the Borrower on any Business Day during the --------- Revolving Credit Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no -------- obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zerozero or (iii) prior to the Transition Date, the Total Revolving Extensions of Credit would exceed the Asset Coverage Test Amount, as most recently determined prior to the date of issuance of such Letter of Credit pursuant to Section 6.2(h). Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which ------- shall in no event extend beyond the date referred to in clause (y) above). (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) Letters of Credit outstanding under the Existing Credit Agreement on the Second Amendment and Restatement Effective Date shall continue to be Letters of Credit hereunder from and after the Second Amendment and Restatement Effective Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Tranche A Revolving Credit Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a the “L/CTranche A Letters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower on any Business Day during the Tranche A Revolving Credit Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Tranche A Letter of Credit to be issued if, after giving effect to such issuance, (i) the Tranche A L/C Obligations would exceed the Tranche A L/C Commitment or (ii) the aggregate amount of the Available Tranche A Revolving Credit Commitments would be less than zero. Each Tranche A Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Scheduled Tranche A Revolving Termination Date, provided that any Tranche A Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) Each Tranche A Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Tranche A Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a the “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of any of the Borrower Borrowers (to support such Borrower’s obligations or the obligations of any of its Subsidiaries) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided thatprovided, that the L/C Arranger Issuing Lender shall not have no any obligation to cause issue any Letter of Credit to be issued for the account of any Borrower if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zerozero or (iii) the aggregate amount of the Revolving Extensions of Credit owing by such Borrower would exceed the limit applicable to such Borrower set forth in Section 2.4(c). Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date, ; provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders L/C Participants set forth in Section 3.10(a2.20(d), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower on any Business Day during the Revolving Five-Year Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued ifthe extent that, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Five-Year Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving 2020 Extended Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Application therefore, whether or not such maximum face amount is in effect at such time. (bi) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if the extent (a) that such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (b) any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Amendment and Restatement Effective Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Amendment and Restatement Effective Date and which the Issuing Lender in good xxxxx xxxxx material to it or (c) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally. (ii) [Reserved].

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower (and on behalf of the Borrower or any of its Subsidiaries or joint ventures) on any Business Day during the Revolving Commitment Period in such customary form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero, or (iii) the Borrowing Base Availability would be less than zero. Each Letter of Credit shall (iA) be denominated in Dollars, (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) Dollars and (iiiB) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to 364 days after the Revolving Termination Date, provided (I) that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)) and (II) at least 60 days prior to the Termination Date, Borrower shall, to the extent of the balance, replace outstanding Letters of Credit and/or deposit an amount equal to the Minimum Collateral Amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of a Subsidiary or joint venture inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiary or joint venture. On the date hereof, the letters of credit issued under the Original Credit Agreement set forth on Schedule 3.1 (collectively, the “Existing LCs”) shall be continued from the Original Credit Agreement under this Agreement and from and after the date hereof, notwithstanding any language to the contrary contained in any of the Existing LCs, the Existing LCs shall be deemed Letters of Credit issued under this Agreement, and Borrower shall execute such acknowledgments and agreements as Administrative Agent my reasonably request to evidence the foregoing. Each Lender from time to time party hereto, including each Lender which was not a lender under the Original Credit Agreement, each as an L/C Participant hereunder, hereby irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender under the Existing LCs, on the terms and conditions set forth in Section 3.4 below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Percentage Interest in the Issuing Lender’s obligations and rights under and in respect of each Existing LCs and the amount of each draft paid by the Issuing Lender thereunder. (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue standby and documentary letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank"LETTERS OF CREDIT") for the account of the Borrower and, if applicable, CBI Distributing Corp. on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, PROVIDED that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided PROVIDED that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). The Continuing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement on the Closing Date (to the extent such Continuing Letters of Credit have not been fully drawn or have not expired or been terminated as of the Closing Date) and shall be Letters of Credit for all purposes hereof and the other Loan Documents. (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank"LETTERS OF CREDIT") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period denominated in Dollars or an Alternative Currency in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero. Each Letter of Credit shall (i1) be denominated in Dollars, (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) Dollars or an Alternative Currency and (iii2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Each Letter of Credit shall be either (A) a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business, or (B) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business. (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters letter of credit issued by an Underlying Issuer (as pursuant to this Section 3, including Offshore Letters of the Closing DateCredit, the prospective Underlying Issuer is to be Xxxxx Fargo Bankcollectively "LETTERS OF CREDIT") for the account of the Borrower Packard on any Business Banking Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the L/C Arranger and Issuing Lender, PROVIDED that the Issuing Lender; provided that, the L/C Arranger Lender shall have no obligation to cause issue any Letter of Credit to be issued if, if (i) after giving effect to such issuance, (iA) the L/C Obligations would exceed the L/C Commitment or (iiB) the aggregate amount of the Available Revolving Credit Commitments would be less than zerozero or (ii) it has not received notice from the Administrative Agent that the issuance of such Letter of Credit will not violate clause (i) above. Each Letter of Credit shall (i) be denominated in DollarsDollars or, subject to Section 3.9, an Offshore Currency and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five 30 Business Days prior to the Scheduled Revolving Credit Termination Date, provided PROVIDED that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by it, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower (or in the name of Borrower for the account of any Subsidiary) on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the Dollar Equivalent of L/C Obligations Exposure would exceed the Total L/C Commitment Commitments or (ii) the aggregate amount Dollar Equivalent of L/C Exposure on such Letters of Credit would exceed the Available Revolving Commitments would be less than zeroCommitment at such time. Each Letter of Credit shall (i) be denominated in Dollars, Dollars (ii) have a face amount of at least $250,000 (unless otherwise or Foreign Currency if agreed to by the L/C Arranger Administrative Agent and the applicable Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if if: (i) such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; or (vi) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.20(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower on any Business Day during the a Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger such Issuing Lender (it being understood that any commercial Letter of Credit shall provide for sight drafts and the Issuing Lendernot bankers acceptances); provided that, the L/C Arranger that no Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the then latest Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Each Existing Letter of Credit shall be deemed to be issued pursuant to this Section 3.1(a) on the Restatement Effective Date. (b) The L/C Arranger No Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if if: (i) such issuance would conflict with, or cause the L/C Arranger, the such Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any Lender is at that time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, reasonably satisfactory to the Issuing Lender with the Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion; (iii) if the aggregate amount of the L/C Obligations in respect of Letters of Credit issued by such Issuing Bank would exceed one-third (1/3) of the L/C Commitment; or (iv) the issuance thereof would otherwise conflict with any separate written agreement between the Borrower and such Issuing Lender.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders L/C Participants set forth in Section 3.10(a2.20(d), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower on any Business Day during the Revolving Five-Year Commitment Period in such form as may be approved from time to time by the L/C Arranger and the applicable Issuing Lender; provided that, the L/C Arranger that no Issuing Lender shall have no an obligation to cause issue any Letter of Credit to be issued ifthe extent that, after giving effect to such issuance, (i) the L/C Obligations would exceed the aggregate L/C Commitments of all Issuing Lenders, (ii) (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by an Issuing Lender at such time plus (y) the unreimbursed portion of any payment made by such Issuing Lender under a Letter of Credit would exceed such Issuing Lender’s L/C Commitment or (iiiii) the aggregate amount of the Five-Year Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving 2024 Extended Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Application therefore, whether or not such maximum face amount is in effect at such time. No Issuing Lender shall have any obligation hereunder to issue commercial letters of credit. (bi) The L/C Arranger Issuing Lenders shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if the extent (a) that such issuance would conflict with, or cause the L/C Arranger, the any Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (b) any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over an Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Amendment and Restatement Effective Date, or shall impose upon an Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Amendment and Restatement Effective Date and which such Issuing Lender in good xxxxx xxxxx material to it or (c) the issuance of such Letter of Credit would violate one or more policies of an Issuing Lender applicable to letters of credit generally. (ii) [Reserved].

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters "Letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo BankCredit") for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Each Letter of Credit shall be issued to support obligations of Company incurred in the ordinary course of its business. It shall be a condition precedent to the obligation of the Issuing Lender to issue each Letter of Credit that the Lease/Purchase Documents shall have been amended, if necessary, to (i) provide a method for the Company to utilize such Letter of Credit,(ii) ensure that the Borrower will remain in compliance with Section 7.1(e), and (iii) make such other changes (including, without limitation, to provide for the funding of cash collateral upon the occurrence of an Event of Default as and when required by Section 8 hereof), in each case in a manner acceptable to the Administrative Agent. (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue standby letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertakingproviding for the payment of cash upon the honoring of a presentation thereunder, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower or any Subsidiary Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the such Issuing Lender; provided that, the L/C Arranger that such Issuing Lender shall have no obligation to cause not issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the Dollar Equivalent of the then outstanding L/C Obligations of such Issuing Lender would exceed the such Issuing Lender’s L/C Commitment then in effect, (ii) the outstanding principal amount of any Lender’s Revolving Extensions of Credit shall exceed the amount of such Lender’s Revolving Commitment or (iiiii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars or an Optional Currency and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (the “Letter of Credit Expiration Date”), provided that any Letter of Credit with a one-year term may provide for the renewal automatic extension or extension thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Each request by the Borrower or any Subsidiary Borrower for the issuance of or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower or any Subsidiary Borrower that the Letter of Credit or amendment so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s or Subsidiary Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly, the Borrower or Subsidiary Borrower may, during the foregoing period, obtain Letter of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. If the Borrower so requests in any applicable Application, the Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrower shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the Issuing Lender shall not permit any such extension if (A) the Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (y) of Section 3.1(a) or Section 3.1(b)), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension. (b) The L/C Arranger No Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if (i) such issuance would conflict with, or cause the L/C Arranger, the such Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Restatement Effective Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Restatement Effective Date and which the Issuing Lender in good fxxxx xxxxx material to it, (iii) the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally or (iv) such Issuing Lender does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency. (c) Unless otherwise expressly agreed by the Issuing Lender and the Borrower or Subsidiary Borrower, as applicable, when a Letter of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, the Issuing Lender shall not be responsible to the Borrower or Subsidiary Borrower for, and the Issuing Lender’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the Issuing Lender required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Requirement of Law or any order of a jurisdiction where the Issuing Lender or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue or cause one of its Affiliates that is a commercial bank to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower Borrowers on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) Notwithstanding anything to the contrary herein, the Existing Letters of Credit for the account of or on behalf of the Lead Borrower that are outstanding on the Closing Date as listed on Schedule 3.1 shall be deemed to be Letters of Credit issued hereunder on the Closing Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLenders, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.04(a), agree to issue issue, amend, renew or extend letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower on any Business Day during the Revolving Commitment Availability Period in such form as may be approved from time to time by the L/C Arranger and the Issuing LenderLenders; provided that, the L/C Arranger that no Issuing Lender shall have no an obligation to cause issue, amend, renew or extend any Letter of Credit to be issued if, after giving effect to such issuancethereto, (i) the L/C Obligations would exceed the L/C Commitment Commitment, (ii) the L/C Obligations with respect to all Letters of Credit issued by such Issuing Lender would exceed its L/C Sublimit or (iiiii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). ; provided further, that any such renewal must permit the Issuing Lender to prevent any such renewal at least once in each twelve-month period (bcommencing with the date of issuance of such Letter of Credit) The L/C Arranger shall by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at any the time be obligated to cause any such Letter of Credit is issued. From time to be issued hereunder if such issuance would conflict withtime and upon reasonable request therefor, or cause the Issuing Lenders shall confirm to the Administrative Agent the L/C Arranger, Exposure and the Administrative Agent shall confirm to the Issuing Lender, Underlying Issuer, or any L/C Participant to exceed any limits imposed by, any applicable Requirement Lenders the aggregate amount of LawAvailable Commitments.

L/C Commitment. (a) The Existing Letters of Credit issued under the Existing Credit Agreement prior to the Closing Date, if any, will, from and after the Closing Date, be deemed to be Letters of Credit issued under this Agreement on the Closing Date. Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a2.8(a), agrees to issue letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) together with respect to letters the Existing Letters of credit issued by an Underlying Issuer (as of the Closing DateCredit, the prospective Underlying Issuer is to be Xxxxx Fargo Bank“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the such Issuing Lender; provided that, the L/C Arranger that no Issuing Lender shall have no any obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Sublimit, (ii) the aggregate amount of the Available Revolving Commitments would be less than zerozero or (iii) the amount of L/C Obligations at such time attributable to Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above, unless on or prior to such date, such Letter of Credit is cash collateralized in an amount equal to 105% of the face amount of such Letter and Credit and on such other terms reasonably satisfactory to the Administrative Agent and the applicable Issuing Lender, it being understood and agreed that if the Administrative Agent and the applicable Issuing Lender agree to permit a Letter of Credit to expire after the Revolving Termination Date, notwithstanding any provision of this Agreement to the contrary, each L/C Participant’s participation in such Letter of Credit will terminate on the Revolving Termination Date and such L/C Participants will have no further obligations to the Issuing Lenders after the Revolving Termination Date). (b) The L/C Arranger No Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the such Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the Section 2.3.1, each Issuing Lender agrees to issue Letters of Credit, in each case containing such terms and conditions hereofas are permitted by this Agreement and are reasonably satisfactory to the applicable Issuing Lender, at the L/C Arranger agrees to cause the Issuing Lender designated by it, in reliance on the agreements request of the other Revolving Lenders set forth in Section 3.10(a), to issue letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) and for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved Company from time to time by on and after the L/C Arranger Closing Date and before the scheduled Termination Date and, as more fully set forth in Section 2.3.2, each Lender agrees to purchase a participation in each such Letter of Credit; provided that (a) the aggregate Stated Amount of all Letters of Credit shall not at any time exceed $300,000,000, (b) the aggregate Stated Amount of all Letters of Credit outstanding with respect to any Issuing Lender shall not exceed such Issuing Lender; provided that’s Letter of Credit Sublimit, (c) the L/C Arranger Revolving Outstandings shall have not at any time exceed Revolving Loan Availability, (d) the Revolving Exposure of any Lender shall not at any time exceed its Commitment, (e) each Letter of Credit shall be denominated in U.S. Dollars or an Alternative Currency, (f) the stated amount of each Letter of Credit shall not be less than the applicable Borrowing Minimum or a higher integral multiple of the applicable Borrowing Multiple or such lesser amount as is acceptable to the applicable Issuing Lender and (g) in no obligation to cause event shall any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no an expiration date later than the earlier of (x1) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, Date and (2) the date which is one year from the date of issuance of such Letter of Credit; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods of up to 12 months (which shall in no event shall extend beyond the date referred to in clause (y1) above unless such Letter of Credit is Cash Collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender, it being understood that if an Issuing Lender issues a Letter of Credit that extends beyond the date referred to in clause (1) above, each Lender’s participation in such Letter of Credit will end on the Termination Date). (b) The L/C Arranger . In the event there is a Defaulting Lender, no Issuing Lender shall not at any time be obligated required to cause issue, renew or extend any Letter of Credit to the extent (x) the Defaulting Lender’s Pro Rata Share of Letter of Credit Commitment may not be issued hereunder if reallocated pursuant to Section 2.6(a) or (y) such issuance would conflict withIssuing Lender has not otherwise entered into arrangements satisfactory to it and the Company to eliminate such Issuing Lender’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, or cause including by Cash Collateralizing such Defaulting Lender’s Pro Rata Share of the L/C ArrangerLetter of Credit Usage. Notwithstanding the foregoing, the Issuing Lender, Underlying Issuer, or any L/C Participant to Company and its Subsidiaries may obtain Outside Letters of Credit; provided that the aggregate outstanding amount of such Outside Letters of Credit does not exceed any limits imposed by, any applicable Requirement the Outside Letter of LawCredit Limitation.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by it, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed either the Total L/C Commitment Commitments or (ii) the aggregate amount of the Available Revolving Commitments would be less than zeroCommitment at such time. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if if: (i) such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied (which notice shall contain a description of any such condition asserted not to be satisfied); (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $100,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by it, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed either the Total L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zeroCommitment at such time. Each Letter of Credit shall (i) be denominated in Dollars, or in the discretion of the Issuing Lender, a Foreign Currency; provided that (iiA) have the Dollar Equivalent of each Letter of Credit denominated in Foreign Currency (each, a face amount of at least $250,000 “Foreign Currency L/C”) shall be reported by the Issuing Bank to the Administrative Agent (unless otherwise agreed by the L/C Arranger and Administrative Agent is the Issuing Lender) promptly upon the issuance of such Foreign Currency L/C and monthly within seven (7) Business Days prior to the end of each month (including the month of issuance) or more frequently upon the request of the Administrative Agent and (iiiB) the Dollar Equivalent of the aggregate face amount of all Foreign Currency L/Cs shall not exceed $20,000,000 at any time; and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Letter of Credit Maturity Date, provided ; except that (A) any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above) subject to the Borrower’s satisfaction of the conditions set forth in Section 5.2 at the time of any such renewal and (B) a Letter of Credit may expire on a date that is up to 365 days after the Letter of Credit Maturity Date (each such Letter of Credit, a “Holdover Letter of Credit”) if, on or before the date that is five (5) Business Days prior to the Letter of Credit Maturity Date, the Borrower provides to the Issuing Lender cash collateral in an amount equal to 105% of the Dollar Equivalent of the face amount of such Letter of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by the Issuing Lender in its sole discretion), to secure all of the Obligations relating to such Letter of Credit; provided that the Dollar Equivalent of the aggregate face amount of all Holdover Letters of Credit shall not exceed $50,000,000 at any time; and provided, further, that following the Letter of Credit Maturity Date, the Issuing Bank may recalculate the Dollar Equivalent of the face amount of any Foreign Currency L/C at any time and, to the extent that the cash collateral previously provided by the Borrower is equal to less than 105% of the Dollar Equivalent of the face amount of such Foreign Currency L/C plus all interest, fees, and costs due or to become due in connection therewith (as estimated by the Issuing Lender in its sole discretion), the Borrower shall immediately provide sufficient additional cash collateral to the Issuing Bank to make up for this shortfall. In addition, if the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the date that is five (5) Business Days prior to the Letter of Credit Maturity Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension. (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if if: (i) such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law, including, without limitation, any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter of Credit, or any law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Lender in good xxxxx xxxxx material to it; (ii) the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and the Issuing Lender, the Letter of Credit is in an initial Dollar Equivalent stated amount less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit; (iv) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of cash collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential fronting exposure with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Obligations under Letters of Credit as to which the Issuing Lender has actual or potential fronting exposure, as it may elect in its sole discretion; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount thereof after any drawing thereunder; or (vi) subject to Section 3.1(a), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance thereof. (c) Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of UCP 600 at the time of issuance shall apply to each commercial Letter of Credit. (d) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum Dollar Equivalent of the stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itBank, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(asubsection 2.8(a), agrees to issue letters of credit (a “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters "Letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo BankCredit") for the account of the Borrower Company on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the L/C Arranger and Issuing Bank, provided that (i) the Issuing Lender; provided that, the L/C Arranger Bank shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (iA) the L/C Obligations would exceed the L/C Commitment Sublimit or (B) the Aggregate Revolving Credit Outstandings of all the Revolving Credit Lenders at such time would exceed the Revolving Credit Commitments at such time and (ii) the aggregate amount Issuing Bank shall not issue any Letter of Credit unless it shall have received notice from the Available Revolving Commitments would be less than zeroAdministrative Agent that the issuance of such Letter of Credit will not violate clause (i) above. Each Letter of Credit shall (i) be denominated in Dollars, an Eligible L/C Currency or such other Offshore Currency as the Company, the Issuing Bank and the Administrative Agent may from time to time agree, (ii) have be either (x) a face amount standby letter of at least $250,000 credit issued to support obligations of the Company or any of its Subsidiaries, contingent or otherwise or (unless otherwise agreed y) a commercial letter of credit issued in respect of the purchase of goods or services by the L/C Arranger and Company or any of its Subsidiaries in the Issuing Lender) ordinary course of business and (iii) expire no later than the earlier of (x) the first anniversary date that is 12 months after the date of its date of issuance and (y) the date that is five thirtieth Business Day prior to the Revolving Credit Termination Date, provided that, subject to the immediately preceding clause (y), any standby Letter of Credit may, at the request of the Company as set forth in the applicable Letter of Credit Application, be automatically extended on each anniversary of the issuance thereof for an additional period of one year unless the Issuing Bank which issued such Letter of Credit shall have given prior written notice to the Company and the beneficiary of such Letter of Credit at least 30 Business Days prior to the Revolving Termination Date, provided that any date of termination of such Letter of Credit with a one-year term may provide for that such Letter of Credit will not be extended and the renewal thereof for additional one-year periods (which Issuing Bank shall in no event extend beyond permit such beneficiary, upon receipt of such notice, to draw under such Letter of Credit prior to the date referred such Letter of Credit otherwise would have been automatically renewed. Each Letter of Credit shall be subject to in clause the Uniform Customs, the ISP (yto the extent applicable) above). (b) and, to the extent not inconsistent therewith, the laws of the State of New York. The L/C Arranger Issuing Bank shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Bank or any L/C Participant to exceed any limits imposed by, by any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each Issuing Lender designated by itLender, in reliance on the agreements of the other Tranche 1 Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the relevant Borrower on any Business Day during before the Revolving Commitment Period fifth Business Day prior to the Termination Date in such form as may be approved from time to time by the L/C Arranger and the relevant Issuing Lender; provided that, the L/C Arranger that such Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Extensions of Credit of the Tranche 1 Lenders outstanding at such time would exceed the aggregate amount of Tranche 1 Revolving Commitments in effect at such time, (iii) the Total Revolving Extensions of Credit denominated in Canadian Dollars would be less than zeroexceed the Canadian Dollar Equivalent of US$150,000,000 or (iv) the Total Revolving Extensions of Credit denominated in Euros would exceed the Euro Equivalent of US$200,000,000. Each Letter of Credit shall (i) be denominated denominated, at the relevant Borrower’s option, in US Dollars, Euros or Canadian Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the latest Termination Date under the Tranche 1 Revolving Termination DateCommitments, provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The L/C Arranger An Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the such Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaw or contravene such Issuing Lender’s internal policies. (c) On the date on which a Change of Control shall occur, the relevant Borrower shall, with respect to outstanding L/C Obligations, deposit in a non-interest bearing account opened by the Administrative Agent, an amount of cash equal to such outstanding L/C Obligations, which amount held in such account shall be held as collateral security for such Borrower’s Obligations with respect to the related Letters of Credit, and any remaining amounts in such account, after satisfaction of all Obligations in respect of such L/C Obligations, shall be returned to such Borrower.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower and the Co-Borrower, as the case may be, on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars or another Acceptable Currency and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, ; provided that (1) any Letter of Credit may have an expiry date later than the date referred to in clause (y) above if no later than the 30th day prior to the Revolving Termination Date (or for any Letters of Credit issued after such date, the date of issuance), the Borrower shall deposit in a cash collateral account opened by the Administrative Agent an amount equal to 105% of the aggregate then undrawn and unexpired amount of such Letters of Credit and (2) any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) aboveabove (or, as long as the requirements under clause (1) are satisfied, the first anniversary of the Revolving Termination Date)). (b) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) The parties hereto agree that the Existing Letters of Credit will automatically, without any further action on the part of any Person, be deemed to be Letters of Credit hereunder issued hereunder on the Closing Date for the account of the Borrower. Without limiting the foregoing (i) each such Existing Letter of Credit shall be included in the calculation of the L/C Obligations, (ii) all liabilities of the Borrower and the other Loan Parties with respect to such Existing Letters of Credit shall constitute Obligations and (iii) each Lender shall have reimbursement obligations with respect to such Existing Letters of Credit as provided in Section 3.4.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders L/C Participants set forth in Section 3.10(a2.20(d), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower on any Business Day during the Revolving Five-Year Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided that, that the L/C Arranger Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued ifthe extent that, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Five-Year Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving 2020 Extended Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Application therefore, whether or not such maximum face amount is in effect at such time. (bi) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if the extent (a) that such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (b) any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Amendment and Restatement Effective Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Amendment and Restatement Effective Date and which the Issuing Lender in good xxxxx xxxxx material to it or (c) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally. (ii) Pursuant to the Eighth Amendment, the Existing Letters of Credit listed on Schedule 1.1C will automatically, without any further action on the part of any Person, be deemed to be Letters of Credit issued hereunder on the Eighth Amendment Effective Date for the account of the Borrower.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving U.S. Lenders set forth in Section 3.10(asubsection 3.4(a), agrees to issue letters of credit (a “L/C”"Letters of Credit") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) in Dollars for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; provided thatthat the Issuing Lender shall not issue, the L/C Arranger shall have no obligation to cause increase or extend (each, for purposes of Section 3, an "issuance") any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Aggregate Available Revolving U.S. Commitments would be less than zerozero or the Aggregate Total Outstandings of all the Lenders would exceed the Aggregate U.S. Commitments. Letters of Credit may be either standby letters of credit or commercial letters of credit. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), provided, however, that any Letter of Credit which is a commercial letter of credit shall expire no later than 360 days after its date of issuance. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The L/C Arranger Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower and any of its Subsidiaries and Homebuilding Joint Ventures on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the such Issuing Lender; provided that, the L/C Arranger that no Issuing Lender shall have no any obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations (exclusive of unreimbursed drawings that are reimbursed on the date of, and prior to the issuance of, such Letter of Credit) would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero or (iii) the Borrowing Base Availability would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $250,000 5,000 (unless otherwise agreed by the L/C Arranger and the relevant Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior 364 days after to the Revolving Facility Termination Date, provided (A) that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)) and (B) at least 90 days prior to the Revolving Facility Termination Date, Borrower shall, to the extent of the balance, replace outstanding Letters of Credit and/or deposit an amount equal to 100% of such balance in cash in a cash collateral account established with Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to Administrative Agent. (b) The L/C Arranger No Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, the L/C Arranger agrees to cause the each Issuing Lender designated by itLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue letters of credit (a “L/CLetters of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank) for the account of the Borrower (and on behalf of the Borrower or any of its Subsidiaries) on any Business Day during the Revolving Commitment Period in such customary form as may be approved from time to time by the L/C Arranger and the such Issuing Lender; provided that, the L/C Arranger that such Issuing Lender shall have no obligation to cause issue any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero, (ii) the Borrowing Base Availability would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit that are Financial Letters of Credit would exceed the Financial Letter of Credit Sublimit. Each Letter of Credit shall (iA) be denominated in Dollars, (ii) have a face amount of at least $250,000 (unless otherwise agreed by the L/C Arranger and the Issuing Lender) Dollars and (iiiB) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to 364 days after the Revolving Termination Date, provided (I) that any Letter of Credit with a one-year term an expiry date prior to the Termination Date may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (yB) above)) and (II) with respect to any Letter of Credit that expires on or after the date that is five (5) Business Days prior to the Termination Date, at least 60 days prior to the Termination Date, the Borrower shall back-stop such Letter of Credit and/or deposit an amount in cash equal to 100% of the L/C Obligations in respect of such Letter of Credit in a cash collateral account established with the Collateral Agent for the benefit of the applicable Issuing Lender on terms and conditions satisfactory to the Collateral Agent and such Issuing Lender. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of a Subsidiary inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of each such Subsidiary. From time to time and upon reasonable request therefor, (i) each Issuing Lender shall confirm to the Administrative Agent the L/C Exposure in respect of Letters of Credit issued by it and its portion of the L/C Commitment and (ii) the Administrative Agent shall confirm to each Issuing Lender the aggregate amount of Available Commitments. For the avoidance of doubt, in no event shall the sum of the Issuing Lenders’ respective portions of the L/C Commitment exceed the L/C Commitment. (b) The L/C Arranger No Issuing Lender shall not at any time be obligated to cause issue any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the any Issuing Lender, Underlying Issuer, Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.