Common use of LC Commitment Clause in Contracts

LC Commitment. (i) Subject to the terms and conditions set forth herein, (A) each Issuing Bank agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section, (1) from time to time on any Business Day during the Revolving Availability Period, to issue Letters of Credit for the account of the Borrowers or any other Restricted Subsidiary (provided that the Borrowers hereby irrevocably agree to be bound jointly and severally to reimburse the applicable Issuing Bank for amounts drawn on any Letter of Credit issued for the account of any other Restricted Subsidiary) and to amend, renew or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in such Letters of Credit and any drawings thereunder; provided that no Issuing Bank shall be obligated to make any LC Credit Extension, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit, if, as of the date of such LC Credit Extension, (w) the sum of the outstanding Revolving Credit Loans of all Revolving Credit Lenders, plus all such Lenders’ LC Exposure, plus the aggregate principal amount of Swingline Loans outstanding would exceed the Aggregate Maximum Revolving Credit Amounts, (x) the sum of the outstanding Revolving Credit Loans of a Revolving Credit Lender, plus such Lender’s LC Exposure, plus such Lender’s Revolving Credit Percentage Share of the outstanding Swingline Loans would exceed such Lender’s Maximum Revolving Credit Amount, (y) the total LC Exposure would exceed their LC Commitment or (z) such Issuing Bank’s LC Exposure would exceed its LC Commitment Amount. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto as of the Original Closing Date, and from and after the Original Closing Date shall be subject to and governed by the terms and conditions set forth herein. Letters of Credit shall constitute utilization of the Revolving Credit Commitments. All Borrowers shall be jointly and severally liable as borrowers for all Letters of Credit and related Obligations regardless of which Borrower delivers a notice of borrowing or receives the proceeds thereof.

LC Commitment. (ia) Subject to the terms and conditions set forth hereinhereof, (A) each the Issuing Bank agreesLender, in reliance upon on the agreements of the Revolving Credit Lenders other Applicable Participants set forth in this SectionSection 3.4, agrees to issue letters of credit (1x) from time to time denominated in Dollars, in the case of Dollar Letters of Credit or (y) denominated in Dollars or in any other Alternative Currency, in the case of Alternative Currency Letters of Credit (collectively, “Letters of Credit”), in each case for the account of the Borrower or a Restricted Subsidiary on any Business Day during the Revolving Availability Period, Commitment Period in such form as may be approved from time to issue Letters of Credit for time by the account of the Borrowers or any other Restricted Subsidiary (Issuing Lender; provided that the Borrowers hereby irrevocably agree Issuing Lender shall have no obligation to be bound jointly and severally to reimburse the applicable Issuing Bank for amounts drawn on issue any Letter of Credit issued for the account of any other Restricted Subsidiary) and if, after giving effect to amendsuch issuance, renew or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (Bi) the Revolving Credit Lenders severally agree to participate in such Letters of Credit and any drawings thereunder; provided that no Issuing Bank shall be obligated to make any LC Credit Extension, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit, if, as of the date of such LC Credit Extension, (w) the sum of the outstanding Revolving Credit Loans of all Revolving Credit Lenders, plus all such Lenders’ LC Exposure, plus the aggregate principal amount of Swingline Loans outstanding Obligations would exceed the Aggregate Maximum Revolving Credit Amounts, (x) the sum of the outstanding Revolving Credit Loans of a Revolving Credit Lender, plus such Lender’s LC Exposure, plus such Lender’s Revolving Credit Percentage Share of the outstanding Swingline Loans would exceed such Lender’s Maximum Revolving Credit Amount, (y) the total LC Exposure would exceed their LC Commitment or (zii) such the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall expire no later than the first anniversary of its date of issuance or last renewal (unless otherwise agreed by the relevant Issuing Bank’s LC Exposure would exceed its LC Commitment Amount. All Existing Lender) and no Letter of Credit shall expire following the date that is five Business Days prior to the Revolving Termination Date (or with respect to any Letters of Credit shall be deemed outstanding with respect to have been issued pursuant hereto as an Extended Revolving Commitment, the Maturity Date applicable thereto) (the “Letter of Credit Facility Expiration Date”), unless the Original Closing Date, and from and after the Original Closing Date shall relevant Issuing Lender has approved a later expiry date (which approval may be subject to and governed by such Letter of Credit being cash collateralized or otherwise backstopped pursuant to arrangements acceptable to such Issuing Lender) (it being understood that the terms and conditions set forth herein. Letters participations of the Applicable Participants in any undrawn Letter of Credit shall constitute utilization of in any event terminate on the Revolving Credit Commitments. All Borrowers shall be jointly and severally liable as borrowers for all Letters Letter of Credit and related Obligations regardless of which Borrower delivers a notice of borrowing or receives the proceeds thereofFacility Expiration Date).

LC Commitment. (i) Subject to the terms and conditions set forth herein, (A) each Issuing Bank agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section, (1) from time to time on any Business Day during the Revolving Availability Period, to issue Letters of Credit for the account of the Borrowers or any other Restricted Subsidiary (provided that the Borrowers hereby irrevocably agree to be bound jointly and severally to reimburse the applicable Issuing Bank for amounts drawn on any Letter of Credit issued for the account of any other Restricted Subsidiary) and to amend, renew or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally sever- ally agree to participate in such Letters of Credit and any drawings thereunder; provided that no Issuing Bank shall be obligated to make any LC Credit Extension, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit, if, as of the date of such LC Credit Extension, (w) the sum of the outstanding Revolving Credit Loans of all Revolving Credit Lenders, plus all such Lenders’ LC Exposure, plus the aggregate principal amount of Swingline Loans outstanding would exceed the Aggregate Maximum Revolving Credit Amounts, (x) the sum of the outstanding Revolving Credit Loans of a Revolving Credit Lender, plus such Lender’s LC Exposure, plus such Lender’s Revolving Credit Percentage Share of the outstanding Swingline Loans would exceed such Lender’s Maximum Max- imum Revolving Credit Amount, (y) the total LC Exposure would exceed their LC Commitment or (z) such Issuing Bank’s LC Exposure would exceed its LC Commitment Amount. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto as of the Original Closing Date, and from and after the Original Closing Date shall be subject to and governed by the terms and conditions set forth herein. Letters of Credit shall constitute utilization of the Revolving Credit Commitments. All Borrowers shall be jointly and severally liable as borrowers for all Letters Let- ters of Credit and related Obligations regardless of which Borrower delivers a notice of borrowing or receives the proceeds thereof.

LC Commitment. (i) Subject to the terms and conditions set forth herein, (A) each Issuing Bank agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth out in this SectionAgreement, Lender agrees, (1) from time to time on any Business Day during the Revolving Availability Periodperiod from December 21, 2004 until the LC Termination Date, to issue Letters of Credit LCs for the account of the Borrowers or any other Restricted Subsidiary (provided that the Borrowers hereby irrevocably agree to be bound jointly and severally to reimburse the applicable Issuing Bank for amounts drawn on any Letter of Credit issued for the account of any other Restricted Subsidiary) Borrower, and to amend, amend or renew or extend Letters of Credit LCs previously issued by it, in accordance with Section 2.03(b)2.C(ii) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in such Letters of Credit and any drawings thereunderLCs; provided that no Issuing Bank that, Lender shall not be obligated to make any LC Credit Extension, and no Revolving Credit Lender shall be obligated Extension with respect to participate in any Letter of CreditLC, if, as of the date of and after giving effect to such LC Credit Extension, (w) the sum of the outstanding Revolving Credit Loans of all Revolving Credit Lenders, plus all such Lenders’ LC Exposure, plus the aggregate principal amount of Swingline Loans outstanding such LC Credit Extension would exceed the Aggregate Maximum available amount under the Revolving Credit AmountsNote line. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain LCs shall be fully revolving, and accordingly the Borrower may, prior to the LC Termination Date, obtain LCs to replace LCs that have expired or that have been drawn upon and reimbursed. Lender shall be under no obligation to issue any LC if: the expiry date of such requested LC would occur after the LC Termination Date, unless Lender has approved such expiry date; the issuance of such LC would violate one or more policies of Lender; or such LC is denominated in a currency other than U.S. Dollars. Lender shall be under no obligation to amend any LC if (x1) Lender would have no obligation at such time to issue such LC in its amended form under the terms of this Agreement, or (2) the sum beneficiary of such LC does not accept the outstanding Revolving Credit Loans proposed amendment to such LC. Drawings and Reimbursements. Upon receipt from the beneficiary of any LC of any notice of a Revolving Credit Lenderdrawing under such LC, plus Lender shall notify Borrower thereof. Not later than 11:00 a.m. on the date of any payment by Lender under an LC (each such Lender’s LC Exposuredate, plus an "Honor Date"), Borrower shall reimburse Lender in an amount equal to the amount of such Lender’s Revolving Credit Percentage Share of the outstanding Swingline Loans would exceed drawing. If Borrower fails to so reimburse Lender by such Lender’s Maximum Revolving Credit Amounttime, (y) the total LC Exposure would exceed their LC Commitment or (z) such Issuing Bank’s LC Exposure would exceed its LC Commitment Amount. All Existing Letters of Credit Borrower shall be deemed to have been issued pursuant hereto as requested a loan under the Revolving Note to be disbursed on the Honor Date in an amount equal to the amount of the Original Closing Dateunreimbursed drawing (the "Unreimbursed Amount"). Any notice given by Lender pursuant to this Section 2.C(ii) may be given by telephone if immediately confirmed in writing; provided that, and from and after the Original Closing Date lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. With respect to any Unreimbursed Amount that is not fully refinanced by a loan under the Revolving Note because the conditions to a loan under the Revolving Note cannot be satisfied under this Agreement or related Loan Documents or for any other reason, Borrower shall be subject deemed to and governed by have incurred from Lender an LC Borrowing in the terms and conditions set forth herein. Letters of Credit shall constitute utilization amount of the Revolving Credit Commitments. All Borrowers Unreimbursed Amount that is not so refinanced, which LC Borrowing shall be jointly due and severally liable payable on demand (together with interest) and shall bear interest at the Default Rate (as borrowers for all Letters of Credit and related Obligations regardless of which Borrower delivers a notice of borrowing or receives defined in the proceeds thereofRevolving Note).

LC Commitment. (i) Subject to the terms and conditions set forth hereinof this Agreement and Applicable Law, (A1) each Issuing Bank LC Issuer agrees, in reliance upon the agreements agreement of the Revolving Credit other Lenders set forth in this SectionSection 2.3, (1) from time to time on any Business Day during the Revolving Availability Periodperiod from the Effective Date until the LC Expiration Date, to issue Letters of Credit LCs for the account of the Borrowers Borrower or any other Restricted Subsidiary its Subsidiaries and to amend or extend LCs previously issued by it, upon Borrower’s application therefor (provided that the Borrowers hereby irrevocably denominated in Dollars) by delivering to LC Issuer (with a copy to Administrative Agent) a properly completed LC Agreement with respect thereto no later than 10:00 a.m. Dallas, Texas time two Business Days (or such later time as Administrative Agent and LC Issuer may agree in a particular instance in their sole discretion) before such LC is to be issued or amended and (2) Lenders agree to be bound jointly and severally to reimburse the applicable Issuing Bank for amounts drawn on any Letter of Credit participate in LCs issued for the account of any other Restricted Subsidiary) Borrower and to amend, renew or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in such Letters of Credit its Subsidiaries and any drawings thereunder; provided that no Issuing Bank shall be obligated that, (i) on any date of determination and after giving effect to make any LC Credit Extensionto be issued, amended, or extended on such date, the Commitment Usage shall never exceed the aggregate amount of the Commitments then in effect, (ii) on any date of determination and no Revolving Credit Lender after giving effect to any LC to be issued, amended, or extended on such date, the LC Exposure shall never exceed the LC Commitment then in effect, (iii) on any date of determination and after giving effect to any LC to be obligated to participate issued, amended, or extended on such date, each Lender’s Commitment Percentage of the Commitment Usage (including such Lender’s participations in any Letter Swing Line Loans or any LC Exposure) shall not exceed such Lender’s Commitment; (iv) at the time of Creditissuance or amendment of such LC, ifno Default or Event of Default shall have occurred and be continuing, as (v) each LC must expire no later than the earlier of the LC Expiration Date or one year from its issuance; and (vi) LC Issuer shall not have received notice from any Lender, Administrative Agent, Borrower or any Subsidiary, at least one Business Day prior to the requested date of such LC Credit Extension, (w) the sum issuance or amendment of the outstanding Revolving Credit Loans of all Revolving Credit Lendersapplicable LC, plus all such Lenders’ LC Exposure, plus the aggregate principal amount of Swingline Loans outstanding would exceed the Aggregate Maximum Revolving Credit Amountsthat one or more applicable conditions contained in Section 5 shall not then be satisfied; provided further that, (x) LC Issuer shall be under no obligation to issue any LC if (A) any order, judgment, or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain LC Issuer from issuing such LC, or any law applicable to LC Issuer or any request or directive (whether or not having the sum force of law) from any Governmental Authority with jurisdiction over LC Issuer shall prohibit, or request that LC Issuer refrain from, the outstanding Revolving Credit Loans issuance of letters of credit generally or such LC in particular or shall impose upon LC Issuer with respect to such LC any restriction, reserve, or capital requirement (for which LC Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon LC Issuer any unreimbursed loss, cost, or expense which was not applicable on the Effective Date and which LC Issuer in good xxxxx xxxxx material to it; (B) the issuance of such LC would violate one or more policies of LC Issuer; or (C) a Revolving Credit default of any Lender’s obligations to fund under Section 2.3(f) exists or any Lender is at such time a Defaulting Lender hereunder, plus unless LC Issuer has entered into satisfactory arrangements with Borrower or such Lender to eliminate LC Issuer’s risk with respect to such Lender’s LC Exposure, plus such Lender’s Revolving Credit Percentage Share of the outstanding Swingline Loans would exceed such Lender’s Maximum Revolving Credit Amount, ; and (y) LC Issuer shall be under no obligation to amend any LC if (A) LC Issuer would have no obligation at such time to issue such LC in its amended form under the total LC Exposure would exceed their LC Commitment terms hereof, or (zB) the beneficiary of such Issuing BankLC does not accept the proposed amendment to such LC. Promptly after receipt of any LC Agreement, LC Issuer will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has received a copy of such LC Agreement from Borrower and, if not, LC Issuer will provide Administrative Agent with a copy thereof. Upon receipt by LC Issuer of confirmation from Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, LC Issuer shall, on the requested date, issue an LC for the account of Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with LC Issuer’s usual and customary business practices. Promptly after its delivery of any LC Exposure would exceed or any amendment to an LC to an advising bank with respect thereto or to the beneficiary thereof, LC Issuer will also deliver to Borrower and Administrative Agent a true and complete copy of such LC or amendment. Borrower shall promptly examine a copy of each LC and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with Borrower’s instructions or other irregularity, Borrower will immediately notify LC Issuer. Borrower shall be conclusively deemed to have waived any such claim against LC Issuer and its correspondents unless such notice is given as aforesaid. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain LCs shall be fully revolving; accordingly, Borrower may, prior to the LC Commitment AmountExpiration Date, obtain LCs to replace LCs that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto as of the Original Closing Datehereto, and from and after the Original Closing Effective Date shall be subject to and governed by the terms and conditions set forth herein. Letters of Credit shall constitute utilization of the Revolving Credit Commitments. All Borrowers shall be jointly and severally liable as borrowers for all Letters of Credit and related Obligations regardless of which Borrower delivers a notice of borrowing or receives the proceeds thereofhereof.

LC Commitment. (i) Subject to the terms and conditions set forth hereinof this Agreement and Applicable Law, (A) each Issuing Bank LC Issuer agrees, in reliance upon the agreements agreement of the Revolving Credit other Lenders set forth in this Section, (1) from time to time on any Business Day during the Revolving Availability PeriodSection 2.3, to issue Letters of Credit for the account of the Borrowers or any other Restricted Subsidiary (provided that the Borrowers hereby irrevocably agree to be bound jointly and severally to reimburse the applicable Issuing Bank for amounts drawn on any Letter of Credit issued for the account of any other Restricted Subsidiary) LCs and to amend, amend or renew or extend Letters of Credit LCs previously issued by it, upon Borrower’s application therefor (denominated in accordance Dollars) by delivering to LC Issuer (with Section 2.03(b)a copy to Administrative Agent) a properly completed LC Request and an LC Agreement with respect thereto no later than 10:00 a.m. Dallas, Texas time three Business Days before such LC is to be issued or amended; provided that, (i) on any date of determination and after giving effect to any LC to be issued or amended on such date, the Commitment Usage shall never exceed the aggregate amount of the Commitments then in effect, (ii) on any date of determination and after giving effect to any LC to be issued or amended on such date, the LC Exposure shall never exceed the LC Commitment, (iii) at the time of issuance or amendment of such LC, no Default or Event of Default shall have occurred and be continuing, and (2iv) each LC must expire no later than the earlier of the 30th day prior to honor drawings the Termination Date, or one year from its issuance; provided further that, (x) any LC may provide for automatic renewal for periods of up to one year (but no renewal period may extend beyond the 30th day prior to the Termination Date) unless LC Issuer has given prior notice to the applicable beneficiary of its election not to extend such LC; (y) LC Issuer shall be under no obligation to issue any LC if (A) any order, judgment, or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain LC Issuer from issuing such LC, or any law applicable to LC Issuer or any request or directive (whether or not having the Letters force of Credit; law) from any Governmental Authority with jurisdiction over LC Issuer shall prohibit, or request that LC Issuer refrain from, the issuance of letters of credit generally or such LC in particular or shall impose upon LC Issuer with respect to such LC any restriction, reserve, or capital requirement (for which LC Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon LC Issuer any unreimbursed loss, cost, or expense which was not applicable on the Effective Date and which LC Issuer in good fxxxx xxxxx material to it, or (B) the Revolving Credit Lenders severally agree to participate in such Letters of Credit and any drawings thereunder; provided that no Issuing Bank shall be obligated to make any LC Credit Extension, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit, if, as of the date issuance of such LC Credit Extension, (w) the sum would violate one or more policies of the outstanding Revolving Credit Loans of all Revolving Credit Lenders, plus all such Lenders’ LC Exposure, plus the aggregate principal amount of Swingline Loans outstanding would exceed the Aggregate Maximum Revolving Credit Amounts, (x) the sum of the outstanding Revolving Credit Loans of a Revolving Credit Lender, plus such Lender’s LC Exposure, plus such Lender’s Revolving Credit Percentage Share of the outstanding Swingline Loans would exceed such Lender’s Maximum Revolving Credit Amount, (y) the total LC Exposure would exceed their LC Commitment or Issuer; and (z) such Issuing Bank’s LC Exposure would exceed its LC Commitment Amount. All Existing Letters of Credit Issuer shall be deemed under no obligation to amend any LC if (A) LC Issuer would have been issued pursuant hereto no obligation at such time to issue such LC in its amended form under the terms hereof, or (B) the beneficiary of such LC does not accept the proposed amendment to such LC. Promptly after receipt of any LC Request and LC Agreement, LC Issuer will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has received a copy of such LC Request and LC Agreement from Borrower and, if not, LC Issuer will provide Administrative Agent with a copy thereof. Upon receipt by LC Issuer of confirmation from Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, LC Issuer shall, on the requested date, issue a LC for the account of Borrower or enter into the applicable amendment, as of the Original Closing Datecase may be, in each case in accordance with LC Issuer’s usual and customary business practices. Within the foregoing limits, and from and after the Original Closing Date shall be subject to and governed by the terms and conditions set forth herein. Letters of Credit shall constitute utilization of the Revolving Credit Commitments. All Borrowers hereof, Borrower’s ability to obtain LCs shall be jointly and severally liable as borrowers for all Letters of Credit and related Obligations regardless of which fully revolving; accordingly, Borrower delivers a notice of borrowing or receives may, prior to the proceeds thereof.Termination Date, obtain LCs to replace LCs that have

LC Commitment. Administrative Agent, in its capacity as Issuer, commits to issue for the account of Borrower, standby letters of credit (each a “Standby LC”) and commercial (documentary) letters of credit (each a “Commercial LC”; Standby LCs and Commercial LCs are sometimes referred to herein collectively as “LCs” and individually as an “LC:”) from time to time, during the period commencing on the Effective Date and ending on the Revolver Maturity Date, as requested by Borrower in writing, but only in connection with transactions satisfactory to Administrative Agent and only if the LC Exposure will not as a result of such issuance exceed the lesser of (i) Subject $10,000,000 and (ii) an amount equal to the difference between (a) the lesser of the Aggregate Revolving Commitment and the Borrowing Base, and (b) the Aggregate Revolving Loan plus the Swingline Loan (the “LC Commitment”). The expiration date of any LC will not be more than one year after its issuance date and in no event will be later than the Revolver Maturity Date. Immediately upon the issuance by Issuer of an LC in accordance with the terms and conditions set forth hereinof this Agreement, (A) each Issuing Bank agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section, (1) from time to time on any Business Day during the Revolving Availability Period, to issue Letters of Credit for the account of the Borrowers or any other Restricted Subsidiary (provided that the Borrowers hereby irrevocably agree to be bound jointly and severally to reimburse the applicable Issuing Bank for amounts drawn on any Letter of Credit issued for the account of any other Restricted Subsidiary) and to amend, renew or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in such Letters of Credit and any drawings thereunder; provided that no Issuing Bank shall be obligated to make any LC Credit Extension, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit, if, as of the date of such LC Credit Extension, (w) the sum of the outstanding Revolving Credit Loans of all Revolving Credit Lenders, plus all such Lenders’ LC Exposure, plus the aggregate principal amount of Swingline Loans outstanding would exceed the Aggregate Maximum Revolving Credit Amounts, (x) the sum of the outstanding Revolving Credit Loans of a Revolving Credit Lender, plus such Lender’s LC Exposure, plus such Lender’s Revolving Credit Percentage Share of the outstanding Swingline Loans would exceed such Lender’s Maximum Revolving Credit Amount, (y) the total LC Exposure would exceed their LC Commitment or (z) such Issuing Bank’s LC Exposure would exceed its LC Commitment Amount. All Existing Letters of Credit Issuer shall be deemed to have been issued pursuant hereto as sold and transferred to each Lender, and each such Lender shall be deemed to have purchased and received from Issuer, a pro rata undivided interest and participation in such LC, the reimbursement obligation of Borrower with respect thereto and any guaranty thereof or Collateral therefor, based upon such Lender’s pro rata share of the Original Closing Date, and from and after the Original Closing Date Aggregate Revolving Commitment as provided in Exhibit 3. The obligation of Borrower to reimburse Lenders with Revolving Commitments for all drawings under LCs shall be subject to and governed evidenced by Issuer’s standard reimbursement agreement for LCs, which Borrower shall execute for each LC; provided, however, if there is any conflict between the terms of any such reimbursement agreement and conditions set forth herein. Letters this Agreement, the terms of Credit this Agreement shall constitute utilization of the Revolving Credit Commitments. All Borrowers shall be jointly and severally liable as borrowers for all Letters of Credit and related Obligations regardless of which Borrower delivers a notice of borrowing or receives the proceeds thereofcontrol.

LC Commitment. (i) Subject to the terms and conditions set forth hereinof this Agreement and Applicable Law, (A1) each Issuing Bank LC Issuer agrees, in reliance upon the agreements agreement of the Revolving Credit other Lenders set forth in this SectionSection 2.3, (1) from time to time on any Business Day during the Revolving Availability Periodperiod from the Effective Date until the LC Expiration Date, to issue Letters of Credit LCs for the account of the Borrowers Borrower or any other Restricted Subsidiary its Subsidiaries and to amend or extend LCs previously issued by it, upon Borrower’s application therefor (provided that the Borrowers hereby irrevocably denominated in Dollars) by delivering to LC Issuer (with a copy to Administrative Agent) a properly completed LC Agreement with respect thereto no later than 10:00 a.m. Dallas, Texas time two Business Days (or such later time as Administrative Agent and LC Issuer may agree in a particular instance in their sole discretion) before such LC is to be issued or amended and (2) Lenders agree to be bound jointly and severally to reimburse the applicable Issuing Bank for amounts drawn on any Letter of Credit participate in LCs issued for the account of any other Restricted Subsidiary) Borrower and to amend, renew or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in such Letters of Credit its Subsidiaries and any drawings thereunder; provided that no Issuing Bank shall be obligated that, (i) on any date of determination and after giving effect to make any LC Credit Extensionto be issued, amended, or extended on such date, the Commitment Usage shall never exceed the aggregate amount of the Commitments then in effect, (ii) on any date of determination and no Revolving Credit Lender after giving effect to any LC to be issued, amended, or extended on such date, the LC Exposure shall never exceed the LC Commitment then in effect, (iii) on any date of determination and after giving effect to any LC to be obligated to participate issued, amended, or extended on such date, each Lender’s Commitment Percentage of the Commitment Usage (including such Lender’s participations in any Letter Swing Line Loans or any LC Exposure) shall not exceed such Lender’s Commitment; (iv) at the time of Creditissuance or amendment of such LC, ifno Default or Event of Default shall have occurred and be continuing, as (v) each LC must expire no later than the earlier of the LC Expiration Date or one year from its issuance; and (vi) LC Issuer shall not have received notice from any Lender, Administrative Agent, Borrower or any Subsidiary, at least one Business Day prior to the requested date of such LC Credit Extension, (w) the sum issuance or amendment of the outstanding Revolving Credit Loans of all Revolving Credit Lendersapplicable LC, plus all such Lenders’ LC Exposurethat one or more applicable conditions contained in Section 5 shall not then be satisfied, plus the aggregate principal amount of Swingline Loans outstanding would exceed the Aggregate Maximum Revolving Credit Amountsprovided further that, (x) LC Issuer shall be under no obligation to issue any LC if (A) any order, judgment, or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain LC Issuer from issuing such LC, or any law applicable to LC Issuer or any request or directive (whether or not having the sum force of law) from any Governmental Authority with jurisdiction over LC Issuer shall prohibit, or request that LC Issuer refrain from, the outstanding Revolving Credit Loans issuance of letters of credit generally or such LC in particular or shall impose upon LC Issuer with respect to such LC any restriction, reserve, or capital requirement (for which LC Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon LC Issuer any unreimbursed loss, cost, or expense which was not applicable on the Effective Date and which LC Issuer in good xxxxx xxxxx material to it; (B) the issuance of such LC would violate one or more policies of LC Issuer; or (C) a Revolving Credit default of any Lender’s obligations to fund under Section 2.3(f) exists or any Lender is at such time a Defaulting Lender hereunder, plus unless LC Issuer has entered into satisfactory arrangements with Borrower or such Lender to eliminate LC Issuer’s risk with respect to such Lender’s LC Exposure, plus such Lender’s Revolving Credit Percentage Share of the outstanding Swingline Loans would exceed such Lender’s Maximum Revolving Credit Amount, ; and (y) LC Issuer shall be under no obligation to amend any LC if (A) LC Issuer would have no obligation at such time to issue such LC in its amended form under the total LC Exposure would exceed their LC Commitment terms hereof, or (zB) the beneficiary of such Issuing BankLC does not accept the proposed amendment to such LC. Promptly after receipt of any LC Agreement, LC Issuer will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has received a copy of such LC Agreement from Borrower and, if not, LC Issuer will provide Administrative Agent with a copy thereof. Upon receipt by LC Issuer of confirmation from Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, LC Issuer shall, on the requested date, issue an LC for the account of Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with LC Issuer’s usual and customary business practices. Promptly after its delivery of any LC Exposure would exceed or any amendment to an LC to an advising bank with respect thereto or to the beneficiary thereof, LC Issuer will also deliver to Borrower and Administrative Agent a true and complete copy of such LC or amendment. Borrower shall promptly examine a copy of each LC and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with Borrower’s instructions or other irregularity, Borrower will immediately notify LC Issuer. Borrower shall be conclusively deemed to have waived any such claim against LC Issuer and its correspondents unless such notice is given as aforesaid. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain LCs shall be fully revolving; accordingly, Borrower may, prior to the LC Commitment AmountExpiration Date, obtain LCs to replace LCs that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto as of the Original Closing Datehereto, and from and after the Original Closing Effective Date shall be subject to and governed by the terms and conditions set forth herein. Letters of Credit shall constitute utilization of the Revolving Credit Commitments. All Borrowers shall be jointly and severally liable as borrowers for all Letters of Credit and related Obligations regardless of which Borrower delivers a notice of borrowing or receives the proceeds thereofhereof.

LC Commitment. (ia) Subject to the terms and conditions set forth hereinhereof, (A) each Issuing Bank agreesLender, in reliance upon on the agreements of the other Revolving Credit Lenders set forth in this SectionSection 3.4, agrees to issue letters of credit denominated in Dollars (1collectively, “Letters of Credit”) from time to time for the account of the Borrower or a Restricted Subsidiary on any Business Day during the Revolving Availability Period, to issue Letters of Credit for the account of the Borrowers or any other Restricted Subsidiary (provided that the Borrowers hereby irrevocably agree to be bound jointly and severally to reimburse the applicable Issuing Bank for amounts drawn on any Letter of Credit issued for the account of any other Restricted Subsidiary) and to amend, renew or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate Commitment Period in such Letters of Credit and any drawings thereunderform as may be approved from time to time by the Issuing Lender; provided that no Issuing Bank shall be obligated to make any LC Credit Extension, and no Revolving Credit Lender shall be obligated have any obligation to participate in issue any Letter of Credit, Credit if, as of the date of after giving effect to such LC Credit Extensionissuance, (wi) the sum of the outstanding Revolving Credit Loans of all Revolving Credit Lenders, plus all such Lenders’ LC Exposure, plus the aggregate principal amount of Swingline Loans outstanding Obligations would exceed the Aggregate Maximum Revolving Credit AmountsLC Commitment, (xii) the sum aggregate amount of the outstanding Available Revolving Credit Loans of a Revolving Credit Lender, plus such Lender’s Commitments would be less than zero or (iii) the LC Exposure, plus such Lender’s Revolving Credit Percentage Share of the outstanding Swingline Loans Obligations with respect to any Issuing Lender would exceed such Lender’s Maximum Revolving Credit Amount, (y) the total applicable Specified LC Exposure would exceed their LC Commitment or (z) Sublimit of such Issuing Bank’s LC Exposure would exceed its LC Commitment AmountLender then in effect. All Existing Letters Each Letter of Credit shall be deemed to have been issued pursuant hereto as expire no later than the first anniversary of its date of issuance or last renewal (unless otherwise agreed by the Original Closing relevant Issuing Lender) and no Letter of Credit shall expire following the Letter of Credit Facility Expiration Date, and from and after unless the Original Closing Date shall relevant Issuing Lender has approved a later expiry date (which approval may be subject to and governed by such Letter of Credit being cash collateralized or otherwise backstopped pursuant to arrangements acceptable to such Issuing Lender), it being understood that the terms and conditions set forth herein. Letters participations of the Revolving Lenders in any undrawn Letter of Credit shall constitute utilization in any event terminate on the Letter of the Revolving Credit Commitments. All Borrowers Facility Expiration Date; provided, further, that Xxxxxx Xxxxxxx Senior Funding, Inc. and its Affiliates shall only be jointly and severally liable as borrowers for all required to issue standby Letters of Credit and related Obligations regardless of which Borrower delivers a notice of borrowing or receives the proceeds thereofCredit.