Common use of Letter of Credit Commitments, Terms of Letters of Credit Clause in Contracts

Letter of Credit Commitments, Terms of Letters of Credit. (i) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on or after the Closing Date until a date which is thirty (30) days prior to the Revolver Termination Date, each Facing Agent (other than DB) agrees, severally not jointly, to issue each in its own name, but for the ratable account of all Revolving Lenders (including the applicable Facing Agent), one or more Letters of Credit, denominated in Dollars or an Alternative Currency, for the account of the Borrower in a Stated Amount which together with the aggregate Stated Amount of all other Letters of Credit (other than Fifth Amendment Existing Letters of Credit) then outstanding does not exceed the Facing Agent Sublimit; provided, however, that a Facing Agent shall not issue or extend the expiration of any Letter of Credit if, immediately after giving effect to such issuance or extension, (A) the sum of the Assigned Dollar Value of the Revolving Loans, the Swing Line Loans and the LC Obligations would exceed the Total Revolving Commitment minus the Overdraft Reserve and (B) the sum of the Assigned Dollar Value of the LC Obligations would exceed the Total Revolving Commitment on the date of such issuance or extension. Each Revolving Lender severally, but not jointly, agrees to participate in each such Letter of Credit issued by the applicable Facing Agent in an amount equal to its Pro Rata Share and to make available to the applicable Facing Agent such Lender’s Pro Rata Share of any payment made to the beneficiary of such Letter of Credit to the extent not reimbursed by the Borrower; provided, however, that no Revolving Lender shall be required to participate in any Letter of Credit to the extent that such participation therein would exceed such Revolving Lender’s then applicable Available Revolving Commitment. No Lender’s obligation to participate in any Letter of Credit or to make available to the applicable Facing Agent such Revolving Lender’s Pro Rata Share of any Letter of Credit Payment made by the applicable Facing Agent shall be affected by any other Revolving Lender’s failure to participate in the same or any other Letter of Credit or by any other Revolving Lender’s failure to make available to the applicable Facing Agent such other Lender’s Pro Rata Share of any Letter of Credit Payment. (ii) Each Letter of Credit issued or to be issued hereunder shall be issued on a sight basis, and (other than Bank Guarantees) shall have an expiration date of one (1) year or less from the issuance date thereof; provided, however, that each Standby Letter of Credit may provide by its terms that it will be automatically extended for additional successive periods of up to one (1) year unless the applicable Facing Agent shall have given notice to the applicable beneficiary (with a copy to the Borrower) of the election by the applicable Facing Agent (such election to be in the sole and absolute discretion of the applicable Facing Agent) not to extend such Letter of Credit, such notice to be given prior to the then current expiration date of such Letter of Credit; provided, further, that no Standby Letter of Credit or extension thereof shall be stated to expire later than the date five (5) days prior to the Revolver Termination Date and no Commercial Letter of Credit or extension thereof shall be stated to expire later than the day thirty (30) days prior to the Revolver Termination Date.

Letter of Credit Commitments, Terms of Letters of Credit. (ia) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on or after the Closing Date until a date which is thirty (30) days prior to the Revolver Termination Date, each Facing Agent (other than DB) agrees, severally not jointly, to issue each in its own name, but for the ratable account of all Revolving Lenders (including the applicable Facing Agent), one or more Letters of Credit, denominated in Dollars or an Alternative Currency, for the account of the Borrower in a Stated Amount which together with the aggregate Stated Amount of all other Letters of Credit (other than Fifth Amendment Existing Letters of Credit) then outstanding does not exceed the Facing Agent Sublimit; provided, however, that a Facing Agent shall not issue or extend the expiration of any Letter of Credit if, immediately after giving effect to such issuance or extension, (A) the sum of the Assigned Dollar Value of the Revolving Loans, the Swing Line Loans and the LC Obligations would exceed the Total Revolving Commitment minus the Overdraft Reserve and (B) the sum of the Assigned Dollar Value of the LC Obligations would exceed the Total Revolving Commitment on the date of such issuance or extension. Each Revolving Lender severally, but not jointly, agrees to participate in each such Letter of Credit issued by the applicable Facing Agent in an amount equal to its Pro Rata Share and to make available to the applicable Facing Agent such Lender’s Pro Rata Share of any payment made to the beneficiary of such Letter of Credit to the extent not reimbursed by the Borrower; provided, however, that no Revolving Lender shall be required to participate in any Letter of Credit to the extent that such participation therein would exceed such Revolving Lender’s then applicable Available Revolving Commitment. No Lender’s obligation to participate in any Letter of Credit or to make available to the applicable Facing Agent such Revolving Lender’s Pro Rata Share of any Letter of Credit Payment made by the applicable Facing Agent shall be affected by any other Revolving Lender’s failure to participate in the same or any other Letter of Credit or by any other Revolving Lender’s failure to make available to the applicable Facing Agent such other Lender’s Pro Rata Share of any Letter of Credit Payment. (iib) Each Letter of Credit issued or to be issued hereunder shall be issued on a sight basis, and (other than Bank Guarantees) shall have an expiration date of one (1) year or less from the issuance date thereof; provided, however, that each Standby Letter of Credit may provide by its terms that it will be automatically extended for additional successive periods of up to one (1) year unless the applicable Facing Agent shall have given notice to the applicable beneficiary (with a copy to the Borrower) of the election by the applicable Facing Agent (such election to be in the sole and absolute discretion of the applicable Facing Agent) not to extend such Letter of Credit, such notice to be given prior to the then current expiration date of such Letter of Credit; provided, further, that no Standby Letter of Credit or extension thereof shall be stated to expire later than the date five (5) days prior to the Revolver Termination Date and no Commercial Letter of Credit or extension thereof shall be stated to expire later than the day thirty (30) days prior to the Revolver Termination Date.

Letter of Credit Commitments, Terms of Letters of Credit. (i) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on or after the Closing Date until date hereof and to but not including a date which is thirty (30) days prior to the Revolver Termination Date, each Facing Bank selected by the Company which is reasonably acceptable to the Documentation Agent (other than DBand which agrees to perform the services of a fronting bank) agrees, severally not jointly, agrees to issue each (in such capacity, a "Facing Agent") in its own name, but for the ratable account of all Revolving Lenders (including the applicable Facing Agent)name or through an Affiliate, one or more Letters of Credit, denominated in Dollars or an Alternative Currency, Credit for the account of the Borrower Company in a an aggregate Stated Amount which in Dollars at any one time that, together with the aggregate Stated Amount of all other Letters of Credit (other than Fifth Amendment Existing Letters of Credit) then outstanding issued pursuant hereto, does not exceed the Facing Agent Letter of Credit Commitment Sublimit; provided, however, that a no Facing Agent shall not issue or extend the expiration of any Letter of Credit if, immediately after giving effect to such issuance or extension, (A) the sum of the Assigned Dollar Value of the Revolving Loans, the Swing Line Loans and the aggregate LC Obligations in respect of Standby Letters of Credit at such time would exceed the Total Revolving Standby Letter of Credit Commitment minus the Overdraft Reserve and Sublimit, or (B) the sum of the Assigned Dollar Value of the aggregate LC Obligations in respect of Trade Letters of Credit at such time would exceed the Total Revolving Trade Letter of Credit Commitment on Sublimit, or (C) the date Commitment of such issuance or extensionany Bank would be exceeded. Each Revolving Lender Bank severally, but not jointly, agrees to participate in each such Letter of Credit issued by the applicable a Facing Agent in an amount equal ratably according to its Pro Rata Share Commitment Percentage and to make available to the applicable such Facing Agent such Lender’s Pro Rata Share Bank's Commitment Percentage of any payment made to the beneficiary of such Letter of Credit to the extent not reimbursed by the BorrowerCompany; provided, however, that no Revolving Lender Bank shall be required to participate in any Letter of Credit to the extent that such its participation therein would exceed such Revolving Lender’s Bank's Commitment then applicable Available Revolving Commitmentin effect. No Lender’s Bank's obligation to participate in any Letter of Credit or to make available to the applicable a Facing Agent such Revolving Lender’s Pro Rata Share Bank's Commitment Percentage of any Letter of Credit Payment made by the applicable Facing Agent shall be affected by any other Revolving Lender’s Bank's failure to participate in the same or any other Letter of Credit or by any other Revolving Lender’s Bank's failure to make available to the applicable relevant Facing Agent such other Lender’s Pro Rata Share Bank's Commitment Percentage of any Letter of Credit Payment. (ii) Each Letter of Credit issued or to be issued hereunder shall be issued on a sight basis, and (other than Bank Guarantees) shall have an expiration date of one (1) year or less from the issuance date thereof; provided, however, that each Standby Letter of Credit may provide by its terms that it will be automatically extended renewed for additional successive 40 periods of up to one (1) year unless the applicable relevant Facing Agent shall have given notice to the applicable beneficiary (with a copy to the BorrowerCompany) of the election by the applicable such Facing Agent (such election to be in the sole and absolute discretion of the applicable such Facing Agent) not to extend such Letter of Credit, such notice to be given not less than thirty (30) days prior to the then current expiration date of such Letter of Credit; provided, further, that no Standby Letter of Credit or extension renewal thereof shall be stated dated to expire later than the date five (5) days prior to the Revolver Termination Date and no Commercial Trade Letter of Credit or extension renewal thereof shall be stated to expire later than the day thirty (30) days prior to the Revolver Termination Date.

Letter of Credit Commitments, Terms of Letters of Credit. (i) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on or after the Closing Date until a date which is thirty (30) days prior hereof and to but not including the Revolver Revolving Termination Date, each Facing Agent (other than DB) agreesthe Bank agrees to issue, severally not jointly, to issue each in its own name, but for the ratable account of all Revolving Lenders (including the applicable Facing Agent)name or through an Affiliate, one or more Letters of Credit, denominated in Dollars or an Alternative Currency, Credit for the account of the any Borrower in a an aggregate Stated Amount in Dollars or any Offshore Currency at any one time that, the Dollar Equivalent of which together with the aggregate Dollar Equivalent of the Stated Amount of all other Letters of Credit (other than Fifth Amendment Existing Letters of Credit) then outstanding issued pursuant hereto, does not exceed the Facing Agent Letter of Credit Commitment Sublimit; provided, however, that a Facing Agent the Bank shall not issue or extend the expiration of any Letter of Credit if, immediately after giving effect to such issuance or extension, (A) the sum Dollar Equivalent of the Assigned Dollar Value of the Revolving Loans, the Swing Line Loans and the aggregate LC Obligations in respect of Letters of Credit at such time would exceed the Total Revolving Letter of Credit Commitment minus the Overdraft Reserve and Sublimit, (B) the sum Commitment of the Assigned Dollar Value Bank would be exceeded or (C) the aggregate Stated Amount of the LC Obligations outstanding Standby Letters of Credit, with a term extending more than one year, would exceed the Total Revolving Commitment on the date of such issuance or extension. Each Revolving Lender severally, but not jointly, agrees to participate in each such Letter of Credit issued by the applicable Facing Agent in an amount equal to its Pro Rata Share and to make available to the applicable Facing Agent such Lender’s Pro Rata Share of any payment made to the beneficiary of such Letter of Credit to the extent not reimbursed by the Borrower; provided, however, that no Revolving Lender shall be required to participate in any Letter of Credit to the extent that such participation therein would exceed such Revolving Lender’s then applicable Available Revolving Commitment. No Lender’s obligation to participate in any Letter of Credit or to make available to the applicable Facing Agent such Revolving Lender’s Pro Rata Share of any Letter of Credit Payment made by the applicable Facing Agent shall be affected by any other Revolving Lender’s failure to participate in the same or any other Letter of Credit or by any other Revolving Lender’s failure to make available to the applicable Facing Agent such other Lender’s Pro Rata Share of any Letter of Credit Payment$1,000,000. (ii) Each The Bank has issued the Existing Letters of Credit for the account of the Borrowers, and after the Closing Date the Existing Letters of Credit shall be deemed to be Letters of Credit issued under and subject to the provisions of this Agreement with the effect that the Commitment and the Letter of Credit issued or to Commitment Sublimit shall each be issued hereunder shall be issued on a sight basis, reduced by the aggregate amount available thereunder and (other than Bank Guarantees) shall have an expiration date in the event that any provisions of one (1) year or less from the issuance date thereof; provided, however, that each Standby Letter letter of credit applications for the Existing Letters of Credit may provide by its terms that it will be automatically extended for additional successive periods are inconsistent with the provisions of up to one this Agreement, the provisions of this Agreement shall govern. (1iii) year unless the applicable Facing Agent shall have given notice to the applicable beneficiary (with a copy to the Borrower) of the election by the applicable Facing Agent (such election to be in the sole and absolute discretion of the applicable Facing Agent) not to extend such Letter of Credit, such notice to be given prior to the then current expiration date of such Letter of Credit; provided, further, that no No Standby Letter of Credit or extension renewal thereof shall be stated to expire later than the date five day fifteen (515) days prior to the Revolver Revolving Termination Date and no Commercial Trade Letter of Credit or extension renewal thereof shall be stated to expire later than the day thirty (30) days prior to the Revolver Revolving Termination Date.

Letter of Credit Commitments, Terms of Letters of Credit. (i) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on or after the Closing Date until a date which is thirty (30) days prior to the Revolver Termination Date, each Facing Agent (other than DB) agrees, severally not jointly, to issue each in its own name, but for the ratable account of all Revolving Lenders (including the applicable Facing Agent), one or more Letters of Credit, denominated in Dollars or an Alternative Currency, for the account of the Borrower in a Stated Amount which together with the aggregate Stated Amount of all other Letters of Credit (other than Fifth Amendment Existing Letters of Credit) then outstanding does not exceed the Facing Agent SublimitTwo Hundred Million Dollars ($200,000,000); provided, however, that a Facing Agent shall not issue or extend the expiration of any Letter of Credit if, immediately after giving effect to such issuance or extension, (A) the sum of the Assigned Dollar Value of the Revolving Loans, the Swing Line Loans and the LC Obligations would exceed the Total Revolving Commitment minus the Overdraft Reserve and (B) the sum of the Assigned Dollar Value of the LC Obligations would exceed the Total Revolving Commitment on the date of such issuance or extensionReserve. Each Revolving Lender severally, but not jointly, agrees to participate in each such Letter of Credit issued by the applicable Facing Agent in an amount equal to its Pro Rata Share and to make available to the applicable Facing Agent such Lender’s Pro Rata Share of any payment made to the beneficiary of such Letter of Credit to the extent not reimbursed by the Borrower; provided, however, that no Revolving Lender shall be required to participate in any Letter of Credit to the extent that such participation therein would exceed such Revolving Lender’s then applicable Available Revolving Commitment. No Lender’s obligation to participate in any Letter of Credit or to make available to the applicable Facing Agent such Revolving Lender’s Pro Rata Share of any Letter of Credit Payment made by the applicable Facing Agent shall be affected by any other Revolving Lender’s failure to participate in the same or any other Letter of Credit or by any other Revolving Lender’s failure to make available to the applicable Facing Agent such other Lender’s Pro Rata Share of any Letter of Credit Payment. (ii) Each Letter of Credit issued or to be issued hereunder shall be issued on a sight basis, and (other than Bank Guarantees) shall have an expiration date of one (1) year or less from the issuance date thereof; provided, however, that each Standby Letter of Credit may provide by its terms that it will be automatically extended for additional successive periods of up to one (1) year unless the applicable Facing Agent shall have given notice to the applicable beneficiary (with a copy to the Borrower) of the election by the applicable Facing Agent (such election to be in the sole and absolute discretion of the applicable Facing Agent) not to extend such Letter of Credit, such notice to be given prior to the then current expiration date of such Letter of Credit; provided, further, that no Standby Letter of Credit or extension thereof shall be stated to expire later than the date five (5) days prior to the Revolver Termination Date and no Commercial Letter of Credit or extension thereof shall be stated to expire later than the day thirty (30) days prior to the Revolver Termination Date.

Letter of Credit Commitments, Terms of Letters of Credit. (i) Subject to and upon the terms and conditions herein set forthforth and such other conditions as are applicable to its customers generally, at any time and from time to time on or after the Closing Initial Borrowing Date until a date which is thirty (30) days and prior to the Revolver 30th Business Day preceding the Termination Date, each Facing Agent (other than DB) agreesBT agrees to issue, severally not jointly, to issue each in its own namename (in such capacity, “Facing Agent”), but for the ratable account benefit of all Revolving Lenders (including the applicable Facing Agent), ) one or more Letters of Credit, denominated each having a Stated Amount in Dollars or an Alternative CurrencyDollars, for the account of the Borrower in a Stated Amount which an aggregate undrawn amount at any one time outstanding that together with the aggregate Stated Amount of all other Letters of Credit (other than Fifth Amendment Existing Letters of Credit) then outstanding outstanding, does not exceed the Facing Agent Sublimit$15,000,000; provided, however, that a Facing Agent shall not issue or extend the expiration of any Letter of Credit if, immediately after giving effect to such issuance or extension, (A) the sum of the Assigned Dollar Value of the Revolving Loans, the Swing Line Loans and the aggregate LC Obligations at such time would exceed the Total Revolving Commitment minus the Overdraft Reserve and $15,000,000 or (B) the sum of the Assigned Dollar Value of the LC Obligations would exceed the Total Available Revolving Commitment on the date of such issuance or extensionany Revolving Lender would be less than zero. Each Revolving Lender severally, but not jointly, agrees to participate in each such Letter of Credit issued by the applicable Facing Agent in an amount equal to the extent of its Pro Rata Share Commitment Percentage and to make available to the applicable Facing Agent such Revolving Lender’s Pro Rata Share Commitment Percentage of any payment made to the beneficiary of such Letter of Credit to the extent not reimbursed by the Borrower; provided, however, that no Revolving Lender shall be required to participate in any Letter of Credit to the extent that such participation therein would exceed such Revolving Lender’s then applicable Available Revolving CommitmentCommitment then in effect. No Lender’s obligation to participate in any Letter of Credit or to make available to the applicable Facing Agent such Revolving Lender’s Pro Rata Share Commitment Percentage of any Letter of Credit Payment made by the applicable Facing Agent shall be affected by any other Revolving Lender’s failure to participate in the same or any other Letter of Credit or by any other Revolving Lender’s failure to make available to the applicable Facing Agent such other Revolving Lender’s Pro Rata Share Commitment Percentage of any Letter of Credit Payment. Notwithstanding the foregoing, in the event a Lender Default exists, Facing Agent shall not be required to issue any Letter of Credit unless Facing Agent has entered into arrangements satisfactory to it and Borrower to eliminate such Facing Agent’s risk with respect to the participation in Letters of Credit of the Defaulting Lender or Lenders, including by cash collateralizing such Defaulting Lender’s or Lenders’ Commitment Percentage of the LC Obligations. (ii) Each Letter of Credit issued or to be issued hereunder shall be issued on a sight basis, and (other than Bank Guarantees) shall have an expiration date of one (1) year or less from the issuance date thereof; provided, however, that each Standby Letter of Credit may provide by its terms that it will be automatically extended for additional successive periods of up to one (1) year periods unless the applicable Facing Agent shall have given notice to the applicable beneficiary (with a copy to the Borrower) of the election by the applicable Facing Agent (such election to be in the sole and absolute discretion of the applicable Facing Agent) not to extend such Letter of Credit, such notice to be given prior to the then current expiration date of such Letter of Credit; provided, further, that no Standby Letter of Credit or extension thereof shall be stated to expire later than the date five (5) days prior to 10th Business Day preceding the Revolver Termination Date and no Commercial Letter of Credit or extension thereof shall be stated to expire later than the day thirty (30) days prior to the Revolver Termination Date.

Letter of Credit Commitments, Terms of Letters of Credit. (i) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on or after the Closing Date until a date which is thirty (30) days prior to the Revolver Termination Date, each Facing Agent (other than DB) agrees, severally not jointly, to issue each in its own name, but for the ratable account of all Revolving Lenders (including the applicable Facing Agent), one or more Letters of Credit, denominated in Dollars or an Alternative Currency, for the account of the Borrower in a Stated Amount which together with the aggregate Stated Amount of all other Letters of Credit (other than Fifth Amendment Existing Letters of Credit) then outstanding does not exceed the Facing Agent SublimitTwo Hundred Million Dollars ($200,000,000); provided, however, that a Facing Agent shall not issue or extend the expiration of any Letter of Credit if, immediately after giving effect to such issuance or extension, (A) the sum of the Assigned Dollar Value of the Revolving Loans, the Swing Line Loans and the LC Obligations would exceed the Total Revolving Commitment minus the Overdraft Reserve and (B) the sum of the Assigned Dollar Value of the LC Obligations would exceed the Total Revolving Commitment on the date of such issuance or extensionReserve. Each Revolving Lender severally, but not jointly, agrees to participate in each such Letter of Credit issued by the applicable Facing Agent in an amount equal to its Pro Rata Share and to make available to the applicable Facing Agent such Lender’s Pro Rata Share of any payment made to the beneficiary of such Letter of Credit to the extent not reimbursed by the Borrower; provided, however, that no Revolving Lender shall be required to participate in any Letter of Credit to the extent that such participation therein would exceed such Revolving Lender’s then applicable Available Revolving Commitment. No Lender’s obligation to participate in any Letter of Credit or to make available to the applicable Facing Agent such Revolving Lender’s Pro Rata Share of any Letter of Credit Payment made by the applicable Facing Agent shall be affected by any other Revolving Lender’s failure to participate in the same or any other Letter of Credit or by any other Revolving Lender’s failure to make available to the applicable Facing Agent such other Lender’s Pro Rata Share of any Letter of Credit Payment. (ii) Each Letter of Credit issued or to be issued hereunder shall be issued on a sight basis, and (other than Bank Guarantees) shall have an expiration date of one (1) year or less from the issuance date thereof; provided, however, that each Standby Letter of Credit may provide by its terms that it will be automatically extended for additional successive periods of up to one (1) year unless the applicable Facing Agent shall have given notice to the applicable beneficiary (with a copy to the Borrower) of the election by the applicable Facing Agent (such election to be in the sole and absolute discretion of the applicable Facing Agent) not to extend such Letter of Credit, such notice to be given prior to the then current expiration date of such Letter of Credit; provided, further, that no Standby Letter of Credit or extension thereof shall be stated to expire later than the date five (5) days prior to the Revolver Termination Date and no Commercial Letter of Credit or extension thereof shall be stated to expire later than the day thirty (30) days prior to the Revolver Termination Date.

Letter of Credit Commitments, Terms of Letters of Credit. (i) Subject to and upon the terms and conditions herein set forthforth and such other conditions as are applicable to its customers generally, at any time and from time to time on or after the Closing Initial Borrowing Date until a date which is thirty (30) days and prior to the Revolver 30th Business Day preceding the Facility Termination Date, each the Facing Agent (other than DB) agrees, severally not jointly, agrees to issue under clause (a)(i) hereof (and otherwise only in its sole discretion in each instance under clause (a)(ii) below), in its own name, but for the ratable account benefit of all Revolving Lenders (including the applicable Facing Agent), one or more Letters of Credit, denominated Credit (i) each having a Stated Amount in Dollars or an Alternative Currencyand on a sight basis, for the account of the Borrower in a Stated Amount which an aggregate undrawn amount at any one time outstanding that, together with the aggregate Stated Amount of all other Letters of Credit (other than Fifth Amendment Existing Letters of Credit) then outstanding outstanding, does not exceed $1,000,000, and (ii) solely with the Facing consent of the Agent, which consent may be given or withheld by the Agent Sublimitin its sole discretion in each instance, Letters of Credit to replace letters of credit outstanding under the Pre-Petition Credit Agreement at the time of their expiry; provided, however, that a Facing Agent shall not issue or extend the expiration of any Letter of Credit if, immediately after giving effect to such issuance or extension, (A) the sum of the Assigned Dollar Value of the Revolving Loans, the Swing Line Loans and the aggregate LC Obligations incurred under clause (a)(i) at such time would exceed the Total Revolving Commitment minus the Overdraft Reserve and $1,000,000, or (B) the sum Available Commitment of any Lender would be less than zero; provided, further, that, after giving effect to the Assigned Dollar Value Issuance of any Letter of Credit, the aggregate amount of all LC Obligations would and the aggregate amount of all Loans then outstanding, shall not exceed the lesser of (C) the Borrowing Base, and (D) the Total Revolving Commitment on Commitment, or prior to the date Final Financing Order Date, the maximum amount of such issuance or extensionLoans and LC Obligations permitted by the Interim Financing Order. Each Revolving Lender severally, but not jointly, agrees to participate in each such Letter of Credit issued by the applicable Facing Agent in an amount equal to the extent of its Pro Rata Share Commitment Percentage and to make available to the applicable Facing Agent such Lender’s Pro Rata Share 's Commitment Percentage of any payment made to the beneficiary of such Letter of Credit to the extent not reimbursed by the Borrower; provided, however, that no Revolving Lender shall be required to participate in any Letter of Credit to the extent that such participation therein would exceed such Revolving Lender’s 's Available Commitment then applicable Available Revolving Commitmentin effect. No Lender’s 's obligation to participate in any Letter of Credit or to make available to the applicable Facing Agent such Revolving Lender’s Pro Rata Share 's Commitment Percentage of any Letter of Credit Payment made by the applicable Facing Agent shall be affected by any other Revolving Lender’s 's failure to participate in the same or any other Letter of Credit or by any other Revolving Lender’s 's failure to make available to the applicable Facing Agent such other Lender’s Pro Rata Share 's Commitment Percentage of any Letter of Credit Payment. Notwithstanding the foregoing, in the event a Lender Default exists, Facing Agent shall not be required to issue any Letter of Credit unless Facing Agent has entered into arrangements satisfactory to it and Borrower to eliminate such Facing Agent's risk with respect to the participation in Letters of Credit of the Defaulting Lender or Lenders, including by cash collateralizing such Defaulting Lender's or Lenders' Commitment Percentage of the LC Obligations. Schedule 2.7(a)(i) lists all Pre-Petition Letters of Credit outstanding on the Petition Date. (ii) Each Letter of Credit issued or to be issued hereunder shall be issued on a sight basis, and (other than Bank Guarantees) shall have an expiration date of one not later than 240 days after the Petition Date. (1iii) year If the Facility Termination Date occurs prior to the expiration date of any outstanding Letter of Credit, Borrower shall either (i) make arrangements satisfactory to Facing Agent with respect to a back-up letter of credit or less from the issuance date thereof; provided, however, that assumption of the outstanding Letters of Credit by the lenders under the exit revolving facility or (ii) deliver cash in an amount equal to 105% of the LC Collateral Amount with respect to each Standby outstanding Letter of Credit may provide to Facing Agent to be held by its terms that it will be automatically extended and deposited in an account in the name of Facing Agent as cash collateral for additional successive periods the payment and performance of up to one (1) year unless the applicable all LC Obligations. Facing Agent shall have given notice exclusive dominion and control, including the exclusive right of withdrawal, over such account. Monies in such account shall automatically be applied by Facing Agent to reimburse Facing Agent for LC Obligations for which Facing Agent has not been reimbursed, and any remaining amounts will either (A) be held for the applicable beneficiary (with a copy to the Borrower) satisfaction of the election by LC Obligations of Borrower at such time or (B) if the applicable Facing Agent (such election to be in the sole and absolute discretion maturity of the applicable Facing Agent) not Loans has been accelerated, be applied to extend satisfy all LC Obligations as such Letter of Credit, such notice to be given prior to the then current expiration date of such Letter of Credit; provided, further, that no Standby Letter of Credit or extension thereof shall be stated to expire later than the date five (5) days prior to the Revolver Termination Date LC Obligations become due and no Commercial Letter of Credit or extension thereof shall be stated to expire later than the day thirty (30) days prior to the Revolver Termination Datepayable.

Letter of Credit Commitments, Terms of Letters of Credit. (i) Subject to and upon the terms and conditions herein set forthforth and such other conditions as are applicable to its customers generally, at any time and from time to time on or after the Closing Initial Borrowing Date until a date which is thirty (30) days and prior to the Revolver 30th Business Day preceding the Termination Date, each the Facing Agent (other than DB) agreesagrees to issue, severally not jointly, to issue each in its own name, but for the ratable account benefit of all Revolving Lenders (including the applicable Facing Agent), ) one or more Letters of Credit, denominated each having a Stated Amount in Dollars or an Alternative Currencyand on a sight basis, for the account of the Borrower in a Stated Amount which an aggregate undrawn amount at any one time outstanding that together with the aggregate Stated Amount of all other Letters of Credit (other than Fifth Amendment Existing Letters of Credit) then outstanding outstanding, does not exceed the Facing Agent Sublimit$15,000,000; provided, however, that a Facing Agent shall not issue or extend the expiration of any Letter of Credit if, immediately after giving effect to such issuance or extension, (A) the sum of the Assigned Dollar Value of the Revolving Loans, the Swing Line Loans and the aggregate LC Obligations at such time would exceed the Total Revolving Commitment minus the Overdraft Reserve and $15,000,000, or (B) the sum of the Assigned Dollar Value of the LC Obligations would exceed the Total Available Revolving Commitment on the date of such issuance or extensionany Revolving Lender would be less than zero. Each Revolving Lender severally, but not jointly, agrees to participate in each such Letter of Credit issued by the applicable Facing Agent in an amount equal to the extent of its Pro Rata Share Commitment Percentage and to make available to the applicable Facing Agent such Revolving Lender’s Pro Rata Share 's Commitment Percentage of any payment made to the beneficiary of such Letter of Credit to the extent not reimbursed by the Borrower; provided, however, that no Revolving Lender shall be required to participate in any Letter of Credit to the extent that such participation therein would exceed such Revolving Lender’s 's Available Revolving Commitment then applicable Available in effect; provided, further, that, after giving effect to the Issuance of any Letter of Credit, the aggregate amount of all LC Obligations, and the aggregate amount of all Revolving Loans and Swing Line Loans then outstanding, shall not exceed the lesser of (i) the Borrowing Base and (ii) the Total Revolving Commitment. No Lender’s 's obligation to participate in any Letter of Credit or to make available to the applicable Facing Agent such Revolving Lender’s Pro Rata Share 's Commitment Percentage of any Letter of Credit Payment made by the applicable Facing Agent shall be affected by any other Revolving Lender’s 's failure to participate in the same or any other Letter of Credit or by any other Revolving Lender’s 's failure to make available to the applicable Facing Agent such other Revolving Lender’s Pro Rata Share 's Commitment Percentage of any Letter of Credit Payment. Notwithstanding the foregoing, in the event a Lender Default exists, Facing Agent shall not be required to issue any Letter of Credit unless Facing Agent has entered into arrangements satisfactory to it and Borrower to eliminate such Facing Agent's risk with respect to the participation in Letters of Credit of the Defaulting Lender or Lenders, including by cash collateralizing such Defaulting Lender's or Lenders' Commitment Percentage of the LC Obligations. Schedule 2.9(a)(i) lists all Letters of Credit outstanding on the Third Amended and Restated Effective Date and which, for purposes of clarification, it is agreed shall remain outstanding under this Agreement. (ii) Each Standby Letter of Credit issued or to be issued hereunder shall be issued on a sight basis, and (other than Bank Guarantees) shall have an expiration date of one (1) year or less from after the issuance date thereof; provided, however, that each Standby Letter of Credit may provide by its terms that it will be automatically extended for additional successive periods of up to one (1) year periods unless the applicable Facing Agent shall have given notice to the applicable beneficiary (with a copy to the Borrower) of the election by the applicable Facing Agent (such election to be in the sole and absolute discretion of the applicable Facing Agent) not to extend such Letter of Credit, such notice to be given prior to the then current expiration date of such Letter of Credit; provided, further, that no Standby Letter of Credit or extension thereof shall be stated to expire later than the 10th Business Day preceding the date five set forth in clause (5a) days prior to of the Revolver definition of Termination Date and no Date. Each Commercial Letter of Credit issued or extension thereof to be issued hereunder shall be stated to expire have an expiration date not later than 180 days after the day thirty (30) days prior to date of issuance or the Revolver date which is 30 Business Days preceding the Termination Date.

Letter of Credit Commitments, Terms of Letters of Credit. (i) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on or after the Closing Amendment and Restatement Effective Date until and to but not including a date which is thirty (30) days prior to the Revolver Termination Date, each Facing Agent (other than DB) agrees, severally not jointly, to issue each in its own name, but for the ratable account of all Domestic Revolving Lenders (including the applicable Facing Agent), one or more Domestic Letters of Credit, each having a Stated Amount in Dollars, for the account of the Borrower in a Stated Amount which together with the aggregate Stated Amount of other Domestic Letters of Credit then outstanding does not exceed One Hundred Million Dollars ($100,000,000); provided, however, that a Facing Agent shall not issue or extend the expiration of any Domestic Letter of Credit if, immediately after giving effect to such issuance or extension, (A) the sum of the Domestic LC Obligations and the Multicurrency LC Obligations at such time would exceed One Hundred Million Dollars ($100,000,000), or (B) the sum of the Domestic Revolving Loans, the Assigned Dollar Value of Swing Line Loans and the Domestic LC Obligations would exceed the Total Domestic Revolving Commitment. Each Domestic Revolving Lender, severally, but not jointly, agrees to participate in each such Domestic Letter of Credit issued by the applicable Facing Agent in an amount equal to its Domestic Revolver Pro Rata Share, and to make available to the applicable Facing Agent such Lender's Domestic Revolver Pro Rata Share of any payment made to the beneficiary of such Domestic Letter of Credit to the extent not reimbursed by the Borrower; provided, however, that no Domestic Revolving Lender shall be required to participate in any Domestic Letter of Credit to the extent that such participation therein would exceed such Domestic Revolving Lender's Available Domestic Revolving Commitment then in effect. No Domestic Revolving Lender's obligation to participate in any Domestic Letter of Credit or to make available to the applicable Facing Agent such Domestic Revolving Lender's Domestic Revolver Pro Rata Share of any Letter of Credit Payment made by the applicable Facing Agent shall be affected by any other Domestic Revolving Lender's failure to participate in the same or any other Domestic Revolving Letter of Credit or by any other Domestic Lender's failure to make available to the applicable Facing Agent such other Domestic Revolving Lender's Domestic Revolver Pro Rata Share of any Letter of Credit Payment. (ii) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on or after the Amendment and Restatement Effective Date and to but not including a date which is thirty (30) days prior to the Revolver Termination Date, each Facing Agent agrees, severally not jointly, to issue each in its own name, but for the ratable account of all Multicurrency Revolving Lenders (including the applicable Facing Agent), one or more Letters of Credit, denominated in Dollars or an Alternative Currency, for the account of the Borrower in a Stated Amount which together with the aggregate Stated Amount of all other Multicurrency Letters of Credit (other than Fifth Amendment Existing Letters of Credit) then outstanding does not exceed the Facing Agent SublimitFifty Million Dollars ($50,000,000); provided, however, that a Facing Agent shall not issue or extend the expiration of any Multicurrency Letter of Credit if, immediately after giving effect to such issuance or extension, (A) the sum of the Assigned Dollar Value of the Revolving Loans, the Swing Line Loans Domestic LC Obligations and the Multicurrency LC Obligations at such time would exceed the Total Revolving Commitment minus the Overdraft Reserve and Dollar Equivalent of One Hundred Million Dollars ($100,000,000) or (B) the sum of the Assigned Dollar Value of the Multicurrency Loans and the Multicurrency LC Obligations would exceed the Total Multicurrency Revolving Commitment on the date of such issuance or extensionCommitment. Each Multicurrency Revolving Lender severally, but not jointly, agrees to participate in each such Multicurrency Letter of Credit issued by the applicable Facing Agent in an amount equal to its Multicurrency Revolver Pro Rata Share and to make available to the applicable Facing Agent such Lender’s 's Multicurrency Revolver Pro Rata Share of any payment made to the beneficiary of such Multicurrency Letter of Credit to the extent not reimbursed by the Borrower; provided, however, that no Multicurrency Revolving Lender shall be required to participate in any Multicurrency Letter of Credit to the extent that such participation therein would exceed such Multicurrency Revolving Lender’s 's Available Multicurrency Revolving Commitment then applicable Available Revolving Commitmentin effect. No Lender’s 's obligation to participate in any Multicurrency Letter of Credit or to make available to the applicable Facing Agent such Multicurrency Revolving Lender’s 's Multicurrency Revolver Pro Rata Share of any Letter of Credit Payment made by the applicable Facing Agent shall be affected by any other Multicurrency Revolving Lender’s 's failure to participate in the same or any other Multicurrency Letter of Credit or by any other Multicurrency Revolving Lender’s 's failure to make available to the applicable Facing Agent such other Multicurrency Lender’s 's Multicurrency Revolver Pro Rata Share of any Letter of Credit Payment. (iiiii) Each Letter of Credit issued or to be issued hereunder shall be issued on a sight basis, and (other than Bank Guarantees) shall have an expiration date of one (1) year or less from the issuance date thereof; provided, however, that each Standby Letter of Credit may provide by its terms that it will be automatically extended for additional successive periods of up to one (1) year unless the applicable Facing Agent shall have given notice to the applicable beneficiary (with a copy to the Borrower) of the election by the applicable Facing Agent (such election to be in the sole and absolute discretion of the applicable Facing Agent) not to extend such Letter of Credit, such notice to be given prior to the then current expiration date of such Letter of Credit; provided, further, that no Standby Letter of Credit or extension thereof shall be stated to expire later than the date five (5) days prior to the Revolver Termination Date and no Commercial Letter of Credit or extension thereof shall be stated to expire later than the day thirty (30) days prior to the Revolver Termination Date.

Letter of Credit Commitments, Terms of Letters of Credit. (i) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on or after the Closing Date until and to but not including a date which is thirty (30) days prior to the Revolver Commitment Termination Date, each the Facing Agent (other than DB) agrees, severally not jointly, Bank agrees to issue each in its own name, but for the ratable account benefit of all Revolving Lenders having a Revolving Commitment (including the applicable Facing AgentBank), one or more Letters of Credit, denominated each having a Stated Amount in Dollars or an Alternative Currencyand payable on a sight basis, for the joint and several account of the Borrower Borrowers in a Stated Amount which together with the aggregate Stated Amount of all other Letters of Credit (other than Fifth Amendment Existing Letters of Credit) then outstanding does not exceed the Facing Agent Sublimit; $40,000,000 provided, however, that a Facing Agent Bank shall not issue or extend the expiration of any Letter of Credit if, immediately after giving effect to such issuance or extension, (A) the aggregate LC Obligations at such time would exceed $40,000,000 or (B) the Total Available Revolving Commitment would be less than zero or (C) if after such issuance the sum of the Assigned Dollar Value principal balances of the all outstanding Revolving Loans, the Swing Line Loans and the sum of all LC Obligations would exceed the Total Revolving Commitment minus the Overdraft Reserve and (B) the sum of the Assigned Dollar Value of the LC Obligations would exceed the Total Revolving Commitment on the date of such issuance or extensionBorrowing Base. Each Revolving Lender having a Revolving Commitment severally, but not jointly, agrees to participate in each such Letter of Credit issued by the applicable Facing Agent Bank in an amount equal to its Revolving Pro Rata Share and to make available to the applicable Facing Agent Bank such Revolving Lender’s Revolving Pro Rata Share of any payment made to the beneficiary of such Letter of Credit to the extent not reimbursed by the BorrowerBorrowers; provided, however, that no Revolving Lender shall be required to participate in any Letter of Credit to the extent that such participation therein would exceed such Revolving Lender’s then applicable Available Revolving CommitmentCommitment then in effect. No Revolving Lender’s obligation to participate in any Letter of Credit or to make available to the applicable Facing Agent Bank such Revolving Lender’s Revolving Pro Rata Share of any Letter of Credit Payment made by the applicable Facing Agent Bank shall be affected by any other Revolving Lender’s failure to participate in the same or any other Letter of Credit or by any other Revolving Lender’s failure to make available to the applicable Facing Agent Bank such other Revolving Lender’s Revolving Pro Rata Share of any Letter of Credit Payment. (ii) Each Letter of Credit issued or to be issued hereunder shall be issued on a sight basis, and (other than Bank Guarantees) shall have an expiration date of one not later than thirty (130) year or less from days before the issuance date thereofCommitment Termination Date; provided, however, that each Standby Letter of Credit may provide by its terms that it will be automatically extended for additional successive periods not in excess of up to one (1) year unless the applicable Facing Agent Bank shall have given notice to the applicable beneficiary (with a copy to the BorrowerFunds Administrator) of the election by the applicable Facing Agent Bank (such election to be in the sole and absolute discretion of the applicable Facing AgentBank) not to extend such Letter of Credit, such notice to be given not less than thirty (30) days prior to the then current expiration date of such Letter of Credit; provided, further, that no Standby Letter of Credit or extension thereof shall be stated to expire later than the date five (5) days prior to the Revolver Termination Date and no Commercial Letter of Credit or extension thereof shall be stated to expire later than the day thirty (30) days prior to the Revolver Commitment Termination Date.