Common use of LC Commitments Clause in Contracts

LC Commitments. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the LC Participants set forth in this Section 3, agrees to issue, on any Business Day, Letters of Credit for the account of the Borrower (including the account of the Borrower acting on behalf of any of its Subsidiaries) in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the LC Obligations would exceed the Total Revolving Commitments or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. It is understood that the Existing Letters of Credit shall be deemed to constitute Letters of Credit hereunder. Each Letter of Credit shall (i) be denominated in Dollars or (if and to the extent agreed in writing from time to time between the Issuing Lender and the Borrower, and provided that no Alternative Currency Letter of Credit shall be issued if, after giving effect thereto, the Alternative Currency LC Exposure shall exceed the Alternative Currency LC Commitment) in one or more Alternative Currencies 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 Business Days prior to the Revolving Scheduled 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; provided, however, that the Administrative Agent and the Issuing Lender may agree (such agreement not to be unreasonably withheld) with respect to any Letter of Credit that clause (y) above shall not be applicable to such extensions so long as by the Revolving Credit Termination Date such Letter of Credit shall be either cash collateralized at 105% of face value, or supported by a back-to-back letter of credit in form and substance satisfactory to the Administrative Agent and the Issuing Lender).

LC Commitments. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the RC LC Participants or the Tranche D LC Lenders, as the case may be, set forth in this Section 3, agrees to issue, on any Business Day, letters of credit ("Letters of Credit Credit") for the account of the Borrower (including the account of the Borrower acting on behalf of any of its Subsidiaries) and in such form as may be approved from time to time by the Issuing Lender; provided that (i) the Issuing Lender shall have no obligation to issue any RC Letter of Credit if, after giving effect to such issuance, (x) the RC LC Obligations would exceed the RC LC Commitment or (y) the aggregate amount of the Available Revolving Commitments would be less than zero and (ii) the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the LC Obligations would exceed the Total Revolving Commitments or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. It is understood that the Existing Letters of Credit shall be deemed to constitute Letters of Credit hereunder$150,000,000. Each Letter of Credit shall (i) be denominated in Dollars or (if and to the extent agreed in writing from time to time between the Issuing Lender and the Borrower, and provided that no Alternative Currency Letter of Credit shall be issued if, after giving effect thereto, the Alternative Currency LC Exposure shall exceed the Alternative Currency LC Commitment) in one or more Alternative Currencies 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 Business Days prior to (1) in the case of RC Letters of Credit, the Revolving Scheduled Commitment Termination Date, or (2) in the case of Tranche D Letters of Credit, the Tranche D LC 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 the Administrative Agent and the Issuing Lender may agree (such agreement not to be unreasonably withheld) with respect to any Letter of Credit that clause (y) above shall not be applicable to such extensions so long as by the Revolving Credit Termination Date such Letter of Credit shall be either cash collateralized at 105% of face value, or supported by a back-to-back letter of credit in form and substance satisfactory to the Administrative Agent and the Issuing Lender).

LC Commitments. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the LC Participants set forth in this Section 3, agrees to issue, on any Business DayDay during the Revolving Commitment Period, Letters of Credit for the account of the Borrower (including the account of the Borrower acting on behalf of any of its Subsidiaries) in such form as may be approved from time to time by the such Issuing Lender; provided provided, that the such Issuing Lender shall have no obligation to not issue any Letter of Credit if, after giving effect to such issuance, (i) the LC Obligations would exceed $150,000,000125,000,000, (ii) any Revolving Lender’s Revolving Extensions of Credit would exceed its Revolving Commitment, (iii) the Total Revolving Extensions of Credit would exceed the lesser of (x) the Total Revolving Commitments minus Reserves and (y) the Borrowing Base or (iiiv) the aggregate amount of the Available Revolving Commitments during a Minimum AvailabilityLiquidity Period, AvailabilityLiquidity would be less than zerothe AvailabilityLiquidity Threshold Amount. It is understood that the Existing Letters of Credit shall be deemed to constitute Letters of Credit hereunder. Each Letter of Credit shall (i) be denominated in Dollars or (if and to the extent agreed in writing from time to time between the Issuing Lender and the Borrower, and provided that no Alternative Currency Letter of Credit shall be issued if, after giving effect thereto, the Alternative Currency LC Exposure shall exceed the Alternative Currency LC Commitment) in one or more Alternative Currencies 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 Business Days prior to the Revolving Scheduled Commitment 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; provided, however, that the Administrative Agent and the applicable Issuing Lender may agree (such agreement not to be unreasonably withheld, delayed or conditioned) with respect to any Letter of Credit that clause (y) above shall not be applicable to such extensions so long as by no later than the Revolving first date on which such Letter of Credit Termination Date is permitted to extend beyond the date set forth in clause (y), such Letter of Credit shall be either cash collateralized at 105103% of face value, or supported by a back-to-back letter of credit in form and substance reasonably satisfactory to the Administrative Agent and the such Issuing Lender).; provided, further, that upon the cash collateralization 62 509265-1832-141352041-Active.21575686.1328267668.14

LC Commitments. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the LC Participants set forth in this Section 3, agrees to issue, on any Business DayDay during the Revolving Commitment Period, Letters of Credit for the account of the Borrower (including the account of the Borrower acting on behalf of any of its Subsidiaries) in such form as may be approved from time to time by the such Issuing Lender; provided provided, that the such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the LC Obligations would exceed the Total Revolving Commitments or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. It is understood that the Existing Letters of Credit shall be deemed to constitute Letters of Credit hereunder. Each Letter of Credit shall (i) be denominated in Dollars or (if and to the extent agreed in writing from time to time between the applicable Issuing Lender and the Borrower, and provided provided, that no Alternative Currency Letter of Credit shall be issued if, after giving effect thereto, the Alternative Currency LC Exposure shall exceed the Alternative Currency LC Commitment) in one or more Alternative Currencies 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 Business Days prior to the Revolving Scheduled Commitment 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; provided, however, that the Administrative Agent and the applicable Issuing Lender may agree (such agreement not to be unreasonably withheld, delayed or conditioned) with respect to any Letter of Credit that clause (y) above shall not be applicable to such extensions so long as by no later than the Revolving first date on which such Letter of Credit Termination Date is permitted to extend beyond the date set forth in clause (y), such Letter of Credit shall be either cash collateralized at 105102% of face value, or supported by a back-to-back letter of credit (in each case, in the relevant currency) in form and substance reasonably satisfactory to the Administrative Agent and the such Issuing Lender); provided, further, that upon the cash collateralization of any Letter of Credit as described above and the occurrence of the Revolving Scheduled Commitment Termination Date, the LC Participants other than the applicable Issuing Lender shall be released from all reimbursement obligations for such Letter of Credit.

LC Commitments. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the LC Participants set forth in this Section 3, agrees to issue, on any Business Day, Letters of Credit for the account of the Borrower (including the account of the Borrower acting on behalf of any of its Subsidiaries) in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the LC Obligations would exceed the Total Revolving Commitments or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. It is understood that the Existing Letters of Credit shall be deemed to constitute Letters of Credit hereunder. Each Letter of Credit shall (i) be denominated in Dollars or (if and to the extent agreed in writing from time to time between the Issuing Lender and the Borrower, and provided that no Alternative Currency Letter of Credit shall be issued if, after giving effect thereto, the Alternative Currency LC Exposure shall exceed the Alternative Currency LC Commitment) in one or more Alternative Currencies 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 Business Days prior to the Revolving Scheduled 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; provided, however, that the Administrative Agent and the Issuing Lender may agree (such agreement not to be unreasonably withheld, delayed or conditioned) with respect to any Letter of Credit that clause (y) above shall not be applicable to such extensions so long as by no later than the Revolving first date on which such Letter of Credit Termination Date is permitted to extend beyond the date set forth in clause (y), such Letter of Credit shall be either cash collateralized at 105102% of face value, or supported by a back-to-back letter of credit (in each case, in the relevant currency) in form and substance reasonably satisfactory to the Administrative Agent and the Issuing Lender).

LC Commitments. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the RC LC Participants or the Tranche A Lenders, as the case may be, set forth in this Section 3, agrees to issue, on any Business Day, Letters of Credit for the account of the Borrower (including the account of the Borrower acting on behalf of any of its Subsidiaries) ), each of which shall be designated according to the Facility under which such Letter of Credit is issued, as either an RC Letter of Credit or a Tranche A Letter of Credit, as the case may be, and in such form as may be approved from time to time by the Issuing Lender; provided that (i) the Issuing Lender shall have no obligation to issue any RC Letter of Credit if, after giving effect to such issuance, (ix) the RC LC Obligations would exceed the Total Revolving Commitments or (iiy) the aggregate amount of the Available Revolving Commitments would be less than zerozero and (ii) the Tranche A Letters of Credit shall be Existing Letters of Credit (or portions thereof) only, as set forth on Schedule 1.1. It is understood that Any portion of the Existing Letters of Credit in excess of the aggregate Tranche A Commitments on the Closing Date shall be deemed to constitute RC Letters of Credit hereunderCredit, as specified on Schedule 1.1. Each Letter of Credit shall (i) be denominated in Dollars or (if and to the extent agreed in writing from time to time between the Issuing Lender and the Borrower, and provided that no Alternative Currency Letter of Credit shall be issued if, after giving effect thereto, the Alternative Currency LC Exposure shall exceed the Alternative Currency LC Commitment) in one or more Alternative Currencies 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 Business Days prior to (1) in the case of RC Letters of Credit, the Revolving Scheduled Commitment Termination Date or (2) in the case of Tranche A Letters of Credit, the date set forth in clause (i) of the definition of "Tranche A LC 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 the Administrative Agent ). Any draw on (and the Issuing Lender may agree (such agreement not to be unreasonably withheldany reimbursement under) with respect to any a Letter of Credit that clause (y) above shall not be applicable for which a portion is allocated to such extensions so long as by each of the Revolving Credit Termination Date Facility and the Tranche A LC Facility shall be made on a pro rata basis between the Revolving Facility and the Tranche A LC Facility in proportion to the amount of such Letter of Credit shall be either cash collateralized at 105% of face value, or supported by a back-to-back letter of credit in form and substance satisfactory allocated to the Administrative Agent and the Issuing Lender)such Facility.

LC Commitments. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the LC Participants set forth in this Section 3, agrees to issue, on any Business DayDay during the Revolving Commitment Period, Letters of Credit for the account of the Borrower (including the account of the Borrower acting on behalf of any of its Subsidiaries) in such form as may be approved from time to time by the such Issuing Lender; provided provided, that the such Issuing Lender shall have no obligation to tonot issue any Letter of Credit if, after giving effect to such issuance, (i) the LC Obligations would exceed the$150,000,000, (ii) any Revolving Lender’s Revolving Extensions of Credit would exceed its Revolving Commitment, (iii) the Total Revolving Extensions of Credit would exceed the lesser of (x) the Total Revolving Commitments or (ii) the aggregate amount of the Available Revolving Commitments Commitmentsminus Reserves and (y) the Borrowing Base or (iv) during a Minimum Availability Period, Availability would be less than zerozerothe Availability Threshold Amount. It is understood that the Existing Letters of Credit shall be deemed to constitute Letters of Credit hereunder. Each Letter of Credit shall (i) be denominated in Dollars or (if and to the extent agreed in writing from time to time between the applicable Issuing Lender and the Borrower, and provided provided, that no Alternative Currency Letter of Credit shall be issued if, after giving effect thereto, the Alternative Currency LC Exposure shall exceed the Alternative Currency LC Commitment) in one or more Alternative Currencies and andand (ii) 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 Scheduled Commitment 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; provided, however, that the Administrative Agent and the applicable Issuing Lender may agree (such agreement not to be unreasonably withheld, delayed or conditioned) with respect to any Letter of Credit that clause (y) above shall not be applicable to such extensions so long as by no later than the Revolving first date on which such Letter of Credit Termination Date is permitted to extend beyond the date set forth in clause (y), such Letter of Credit shall be either cash collateralized at 105102103% of face value, or supported by a back-to-back letter of credit (in each case, in the relevant currency) in form and substance reasonably satisfactory to the Administrative Agent and the such Issuing Lender); provided, further, that upon the cash collateralization of any Letter of Credit as described above and the occurrence of the Revolving Scheduled Commitment Termination Date, the LC Participants other than the applicable Issuing Lender shall be released from all reimbursement obligations for such Letter of Credit.