Common use of Letter of Credit Commitments Clause in Contracts

Letter of Credit Commitments. (a) Subject to the terms and conditions hereof and the execution and receipt of a Loan and Letter of Credit Request reflecting the Maximum Drawing Amount of all Letters of Credit (including the requested Letter of Credit) and the outstanding Revolving Credit Loans and Swing Line Loans, the Issuing Bank, on behalf of the Revolving Credit Lenders, with respect to each Revolving Credit Lender's Commitment Percentage and in reliance upon the agreement of the Revolving Credit Lenders set forth in ss.3.1(b) and upon the representations and warranties of the Borrowers contained herein, agrees to issue, extend, and renew for the account of the Borrowers one or more Letters of Credit, in such form as may be requested from time to time by the Borrowers and agreed to by the Issuing Bank; PROVIDED, HOWEVER, that, after giving effect to such request, the Maximum Drawing Amount of all Letters of Credit PLUS all unpaid Reimbursement Obligations shall not exceed the lesser of (A) $50,000,000 or (B) the Total Commitment MINUS the aggregate outstanding amount of the Revolving Credit Loans and the Swing Line Loans. No Letter of Credit shall have an expiration date later than the earlier of (i) one (1) year after the date of issuance of the Letter of Credit (which may incorporate automatic renewals for periods of up to one (1) year, PROVIDED THAT no later than thirty (30) days prior to the date of any automatic renewal the Issuing Bank may terminate such Letter of Credit), or (ii) fourteen (14) days prior to the Revolving Credit Maturity Date. Each Letter of Credit so issued, extended or renewed shall (i) provide for the payment of sight drafts for honor thereunder when presented in accordance with the terms thereof and when accompanied by the documents described therein and (ii) be subject to the Uniform Customs or, in the case of a standby Letter of Credit, either the Uniform Customs or the International Standby Practices.

Letter of Credit Commitments. (a) Subject to the terms and conditions hereof and the execution and receipt by the Administrative Agent of a Loan and written notice in the form of Exhibit C hereto (a “Letter of Credit Request Request”) reflecting the Maximum Drawing Amount of all Letters of Credit (including the requested Letter of Credit) ), and receipt by an Issuing Bank, with a copy to the outstanding Revolving Administrative Agent, of a Letter of Credit Loans and Swing Line LoansApplication, the such Issuing Bank, on behalf of the Revolving Credit Lenders, with respect to each Revolving Credit Lender's Commitment Percentage Banks and in reliance upon the agreement of the Revolving Credit Lenders set forth in ss.3.1(b) and upon the representations and warranties of the Borrowers Borrower contained hereinherein and the agreement of the Banks contained in §3.1(c) hereof, agrees to issue, extend, and renew issue standby Letters of Credit (including so-called “direct pay” standby Letters of Credit) for the account of the Borrowers one or more Letters Borrower (which may, with such Issuing Bank’s consent, incorporate automatic renewals for periods of Creditup to twelve (12) months), in such form as may be requested from time to time by the Borrowers Borrower and agreed to by the such Issuing Bank; PROVIDEDprovided, HOWEVERhowever, that, after giving effect to such request, the aggregate Maximum Drawing Amount of all Letters of Credit PLUS all unpaid Reimbursement Obligations issued at any time shall not exceed the lesser of (A) $50,000,000 or (B) the Total Commitment MINUS minus the aggregate outstanding amount of the Revolving Credit Loans and the Swing Line Loans. No ; provided further, that (i) no Letter of Credit shall have an expiration date later than the earlier of (iA) one eighteen (118) year months after the date of issuance of the Letter of Credit (which may incorporate automatic renewals for periods of up to one twelve (112) year, PROVIDED THAT no later than thirty (30) days prior to the date of any automatic renewal the Issuing Bank may terminate such Letter of Creditmonths), or (iiB) fourteen five (145) days Business Days prior to the Revolving Credit Maturity Date. Each ; (ii) no Issuing Bank shall be under any obligation to issue any Letter of Credit so issuedif (A) any order, extended judgment or renewed decree of any governmental authority or arbitrator shall (i) provide for by its terms purport to enjoin or restrain such Issuing Bank from issuing the payment of sight drafts for honor thereunder when presented in accordance with the terms thereof and when accompanied by the documents described therein and (ii) be subject to the Uniform Customs or, in the case of a standby Letter of Credit, either or any law applicable to such Issuing Bank or any request or directive (whether or not having the Uniform Customs force of law) from any governmental authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the International Standby PracticesLetter of Credit in particular or shall impose upon such Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder or otherwise) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it, (B) the issuance of the Letter of Credit would violate one or more material policies of such Issuing Bank applicable to letters of credit generally applied on a consistent basis to similarly situated letter of credit applicants, or (C) any Bank is at that time a Defaulting Bank, unless (x) such Issuing Bank has entered into arrangements, including the delivery of cash collateral or other credit support, satisfactory to such Issuing Bank (in its sole discretion), with the Borrower or such Bank to eliminate such Issuing Bank’s actual or potential fronting exposure with respect to such Defaulting Bank, or (y) such actual or potential fronting exposure with respect to such Defaulting Bank has been reallocated to Banks that are non-Defaulting Banks pursuant to clause (iv) of §5.14 and (iii) the aggregate face amount of all Letters of Credit issued by any one Issuing Bank shall not at any time exceed the amount set forth opposite the name of such Issuing Bank on Schedule 3.1 hereto, as such amount may be increased (in the sole discretion of such Issuing Bank) or decreased (if so agreed by such Issuing Bank and the Borrower by the execution and delivery by such Issuing Bank, the Borrower, the Guarantor and the Administrative Agent of an instrument in substantially the form of Schedule 3.1.1 hereto. Each Issuing Bank will promptly confirm to the Administrative Agent the issuance of each Letter of Credit specifying the face amount thereof or any increase thereto, and the Administrative Agent will transmit such information to the Banks.

Letter of Credit Commitments. (a) Subject to the terms and conditions hereof and the execution and receipt by the Administrative Agent of a Loan and written notice in the form of Exhibit B hereto (a “Letter of Credit Request Request”) reflecting the Maximum Drawing Amount of all Letters of Credit (including the requested Letter of Credit) ), and receipt by an Issuing Bank, with a copy to the outstanding Revolving Administrative Agent, of a Letter of Credit Loans and Swing Line LoansApplication, the such Issuing Bank, on behalf of the Revolving Credit Lenders, with respect to each Revolving Credit Lender's Commitment Percentage Banks and in reliance upon the agreement of the Revolving Credit Lenders set forth in ss.3.1(b) and upon the representations and warranties of the Borrowers Borrower contained hereinherein and the agreement of the Banks contained in §3.1(c) hereof, agrees to issue, extend, and renew issue standby Letters of Credit (including so-called “direct pay” standby Letters of Credit) for the account of the Borrowers one or more Letters Borrower (which may, with such Issuing Bank’s consent, incorporate automatic renewals for periods of Creditup to twelve (12) months), in such form as may be requested from time to time by the Borrowers Borrower and agreed to by the such Issuing Bank; PROVIDEDprovided, HOWEVERhowever, that, after giving effect to such request, the aggregate Maximum Drawing Amount of all Letters of Credit PLUS all unpaid Reimbursement Obligations issued at any time shall not exceed the lesser of (A) $50,000,000 or (B) the Total Commitment MINUS minus the aggregate outstanding amount of the Revolving Credit Loans and the Swing Line Loans. No ; provided further, that no Letter of Credit shall have an expiration date later than the earlier of (i) one eighteen (118) year months after the date of issuance of the Letter of Credit (which may incorporate automatic renewals for periods of up to one twelve (112) year, PROVIDED THAT no later than thirty (30) days prior to the date of any automatic renewal the Issuing Bank may terminate such Letter of Creditmonths), or (ii) fourteen five (145) days Business Days prior to the Revolving Credit Maturity Date; and provided further, that the aggregate face amount of all Letters of Credit issued by any one Issuing Bank shall not at any time exceed the amount set forth opposite the name of such Issuing Bank on Schedule 3.1 hereto, as such amount may be increased (in the sole discretion of such Issuing Bank) or decreased (if so agreed by such Issuing Bank and the Borrower) by the execution and delivery by such Issuing Bank, the Borrower, the Guarantor and the Administrative Agent of an instrument in substantially the form of Schedule 3.1.1 hereto. Each Issuing Bank will promptly confirm to the Administrative Agent the issuance of each Letter of Credit so issuedspecifying the face amount thereof, extended or renewed shall (i) provide for and the payment of sight drafts for honor thereunder when presented in accordance with the terms thereof and when accompanied by the documents described therein and (ii) be subject Administrative Agent will transmit such information to the Uniform Customs or, in the case of a standby Letter of Credit, either the Uniform Customs or the International Standby PracticesBanks.

Letter of Credit Commitments. (a) Subject to the terms and conditions hereof and the execution and receipt of a Loan and Letter of Credit Request Application by an Issuing Bank, with a copy to the Administrative Agent reflecting the Maximum Drawing Amount of all Letters of Credit (including the requested Letter of Credit) and the outstanding Revolving Credit Loans and Swing Line Loans), the such Issuing Bank, on behalf of the Revolving Credit Lenders, with respect to each Revolving Credit Lender's Commitment Percentage Banks and in reliance upon the agreement of the Revolving Credit Lenders set forth in ss.3.1(b) and upon the representations and warranties of the Borrowers Borrower contained hereinherein and the agreement of the Banks contained in Section 3.1(b) hereof, agrees to issue, extend, and renew issue Letters of Credit for the account of the Borrowers one or more Letters Borrower (which may, with such Issuing Bank's consent, incorporate automatic renewals for periods of Creditup to twelve (12) months), in such form as may be requested from time to time by the Borrowers Borrower and agreed to by the Issuing Bank; PROVIDED, HOWEVER, that, after giving effect to such request, the aggregate Maximum Drawing Amount of all Letters of Credit PLUS all unpaid Reimbursement Obligations issued at any time shall not exceed the lesser of (A) $50,000,000 or (B) the Total Commitment MINUS the aggregate outstanding amount of the Revolving Credit Loans and the Swing Line Loans. No PROVIDED FURTHER, that no Letter of Credit shall have an expiration date later than the earlier of (i) one eighteen (118) year months after the date of issuance of the Letter of Credit (which may incorporate automatic renewals for periods of up to one twelve (112) year, PROVIDED THAT no later than thirty (30) days prior to the date of any automatic renewal the Issuing Bank may terminate such Letter of Creditmonths), or (ii) fourteen five (145) days Business Days prior to the Revolving Credit Maturity Date. Each Letter The letters of credit listed in SCHEDULE 3.1(a) issued by Issuing Banks under the Existing Credit Agreement shall be Letters of Credit so issued, extended under this Agreement. The letters of credit listed in SCHEDULE 3.1(b) issued by the Transitional Issuing Banks to the account of Old WMI or renewed its Subsidiaries (the "Old WMI Letters of Credit") shall (i) provide be Letters of Credit under this Agreement issued for the payment account of sight drafts for honor thereunder when presented in accordance with the terms thereof and when accompanied Borrower as of the WMI Joinder Date; PROVIDED, HOWEVER, no Issuance Fee shall be payable hereunder to any Transitional Issuing Bank. The Old WMI Letters of Credit may only be renewed or extended by the documents described therein and Letters of Credit issued by Issuing Banks (iiother than Transitional Issuing Banks) be subject to the Uniform Customs or, in the case of a standby Letter of Credit, either the Uniform Customs or the International Standby Practiceshereunder.

Letter of Credit Commitments. (a) Subject to the terms and conditions hereof and the execution and receipt of a Loan and Letter of Credit Request by any Issuing Bank, with a copy to the Administrative Agent, reflecting the Maximum Drawing Amount of all Letters of Credit (including the requested Letter of Credit) and the outstanding Revolving a Letter of Credit Loans and Swing Line LoansApplication, the such Issuing Bank, Bank on behalf of the Revolving Credit Lenders, with respect to each Revolving Credit Lender's Commitment Percentage Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in ss.3.1(b§3.1(b) and upon the representations and warranties of the Borrowers contained herein, agrees to issue, extend, and renew for the account of the Borrowers one or more issue standby Letters of Credit, Credit in such form as may be requested from time to time by the Borrowers and agreed to by the such Issuing Bank; PROVIDEDprovided, HOWEVERhowever, that, after giving effect to such request, the Maximum Drawing Amount of all Letters of Credit PLUS all unpaid Reimbursement Obligations issued under this Credit Agreement shall not exceed the lesser of (Ai) $50,000,000 80,000,000 or (Bii) the Total Commitment MINUS minus the aggregate outstanding amount of the Revolving Credit Loans and the Swing Line Loans. No Letter of Credit shall have an expiration date later than thirty (30) days prior to the earlier Maturity Date and no Letter of (i) Credit shall have an expiration date later than one (1) year after the date of issuance of the such Letter of Credit (which may incorporate automatic renewals for periods of up to one (1) year, PROVIDED THAT no later than thirty year in accordance with subsection (30e) days prior to the date of any automatic renewal the Issuing Bank may terminate such Letter of Credithereof), or (ii) fourteen (14) days prior to the Revolving Credit Maturity Date. Each Letter of Credit so issued, extended or renewed shall (i) provide for the payment of sight drafts for honor thereunder when presented in accordance with the terms thereof and when accompanied by the documents described therein and (ii) be subject to the Uniform Customs or, in the case of a standby Financial Letter of Credit, either the Uniform Customs or the International Standby Practices. Notwithstanding the foregoing, the Issuing Banks shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of any Borrower to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case such Borrower demonstrates to the satisfaction of such Issuing Bank that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by such Borrower to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of such Borrower and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by such Borrower.

Letter of Credit Commitments. (a) Subject to the terms and conditions hereof and the execution and receipt of a Loan and Letter of Credit Request Application by an Issuing Bank, with a copy to the Administrative Agent reflecting the Maximum Drawing Amount of all Letters of Credit (including the requested Letter of Credit) and the outstanding Revolving Credit Loans and Swing Line Loans), the such Issuing Bank, on behalf of the Revolving Credit Lenders, with respect to each Revolving Credit Lender's Commitment Percentage Banks and in reliance upon the agreement of the Revolving Credit Lenders set forth in ss.3.1(b) and upon the representations and warranties of the Borrowers Borrower contained hereinherein and the agreement of the Banks contained in Section 3.1(b) hereof, agrees to issue, extend, and renew issue Letters of Credit for the account of the Borrowers one or more Letters Borrower (which may, with such Issuing Bank's consent, incorporate automatic renewals for periods of Creditup to twelve (12) months), in such form as may be requested from time to time by the Borrowers Borrower and agreed to by the Issuing Bank; PROVIDED, HOWEVER, that, after giving effect to such request, the aggregate Maximum Drawing Amount of all Letters of Credit PLUS all unpaid Reimbursement Obligations issued at any time shall not exceed the lesser of (Ai) $50,000,000 800,000,000 or (Bii) the Total Commitment MINUS the aggregate outstanding amount of the Revolving Credit Loans and the Swing Line Loans. No PROVIDED FURTHER, that no Letter of Credit shall have an expiration date later than the earlier of five (i5) one (1) year after the date of issuance of the Letter of Credit (which may incorporate automatic renewals for periods of up to one (1) year, PROVIDED THAT no later than thirty (30) days prior to the date of any automatic renewal the Issuing Bank may terminate such Letter of Credit), or (ii) fourteen (14) days Business Days prior to the Revolving Credit Maturity Date. Each Letter The letters of credit listed in SCHEDULE 3.1(a) issued by the Transitional Issuing Banks to the account of Old WMI or its Subsidiaries (the "Old WMI Letters of Credit") shall be Letters of Credit so issued, extended or renewed shall (i) provide under this Agreement issued for the payment account of sight drafts for honor thereunder when presented in accordance with the terms thereof and when accompanied Borrower as of the date of the WMI Merger, provided, however, that no Issuance Fee shall be payable hereunder to any Transitional Issuing Bank. The Old WMI Letters of Credit may only be renewed or extended by the documents described therein and Letters of Credit issued by Issuing Banks (iiother than Transitional Issuing Banks) be subject to the Uniform Customs or, in the case of a standby Letter of Credit, either the Uniform Customs or the International Standby Practiceshereunder.

Letter of Credit Commitments. (a) Subject to the terms and conditions hereof and the execution and receipt of a Loan and Letter of Credit Request Application by an Issuing Bank, with a copy to the Administrative Agent reflecting the Maximum Drawing Amount of all Letters of Credit (including the requested Letter of Credit) and the outstanding Revolving Credit Loans and Swing Line Loans), the such Issuing Bank, on behalf of the Revolving Credit Lenders, with respect to each Revolving Credit Lender's Commitment Percentage Banks and in reliance upon the agreement of the Revolving Credit Lenders set forth in ss.3.1(b) and upon the representations and warranties of the Borrowers Borrower contained hereinherein and the agreement of the Banks contained in Section 3.1(b) hereof, agrees to issue, extend, and renew issue Letters of Credit for the account of the Borrowers one or more Letters Borrower (which may, with such Issuing Bank's consent, incorporate automatic renewals for periods of Creditup to twelve (12) months), in such form as may be requested from time to time by the Borrowers Borrower and agreed to by the Issuing Bank; PROVIDED, HOWEVER, that, after giving effect to such request, the aggregate Maximum Drawing Amount of all Letters of Credit PLUS all unpaid Reimbursement Obligations issued at any time shall not exceed the lesser of (A) $50,000,000 or (B) the Total Commitment MINUS the aggregate outstanding amount of the Revolving Credit Loans and the Swing Line Loans. No PROVIDED FURTHER, that no Letter of Credit shall have an expiration date later than the earlier of (i) one eighteen (118) year months after the date of issuance of the Letter of Credit (which may incorporate automatic renewals for periods of up to one twelve (112) year, PROVIDED THAT no later than thirty (30) days prior to the date of any automatic renewal the Issuing Bank may terminate such Letter of Creditmonths), or (ii) fourteen five (145) days Business Days prior to the Revolving Credit Maturity Date. Each Letter The letters of credit listed in SCHEDULE 3.1(a) issued by Issuing Banks under the Existing Credit Agreement shall be Letters of Credit so issued, extended under this Agreement. The letters of credit listed in SCHEDULE 3.1(b) issued by the Transitional Issuing Banks to the account of Old WMI or renewed its Subsidiaries (the "Old WMI Letters of Credit") shall (i) provide be Letters of Credit under this Agreement issued for the payment account of sight drafts for honor thereunder when presented in accordance with the terms thereof and when accompanied Borrower as of the WMI Joinder Date; PROVIDED, HOWEVER, no Issuance Fee shall be payable hereunder to any Transitional Issuing Bank. The Old WMI Letters of Credit may only be renewed or extended by the documents described therein and Letters of Credit issued by Xxxxxxx Xxxxx (iiother than Transitional Issuing Banks) be subject to the Uniform Customs or, in the case of a standby Letter of Credit, either the Uniform Customs or the International Standby Practiceshereunder.

Letter of Credit Commitments. (a) Subject to the terms and conditions hereof and the execution and receipt by the Administrative Agent of a Loan and written notice in the form of Exhibit F hereto (a “Letter of Credit Request Request”) appropriately completed and signed by an authorized officer of the applicable Borrower reflecting the Maximum Drawing Amount of all Letters of Credit (including the requested Letter of Credit) ), and receipt by an Issuing Bank, with a copy to the outstanding Revolving Administrative Agent, of a Letter of Credit Loans Application appropriately completed and Swing Line Loanssigned by an authorized officer of the applicable Borrower, the such Issuing Bank, on behalf of the Revolving Credit Lenders, with respect to each Revolving Credit Lender's Commitment Percentage Banks and in reliance upon the agreement of the Revolving Credit Lenders set forth in ss.3.1(b) and upon the representations and warranties of the Borrowers contained hereinherein and the agreement of the Banks contained in §2.6.1(c) hereof, agrees to issue, extend, and renew issue standby Letters of Credit (including so-called “direct pay” standby Letters of Credit) for the account of the Borrowers one Company or more Letters any of Creditits Subsidiaries (which may, with such Issuing Bank’s consent, incorporate automatic renewals for periods of up to twelve (12) months), in such form as may be requested from time to time by the Borrowers applicable Borrower and agreed to by the such Issuing Bank; PROVIDEDprovided, HOWEVERhowever, that, after giving effect to such request, the aggregate Maximum Drawing Amount of all Letters of Credit PLUS all unpaid Reimbursement Obligations issued at any time shall not exceed the lesser of (A) $50,000,000 or (B) the Total Commitment MINUS minus the aggregate outstanding amount of the Revolving Credit Loans and the Swing Line Loans. No ; provided further, that (i) no Letter of Credit shall have an expiration date later than the earlier of (iA) one eighteen (118) year months after the date of issuance of the Letter of Credit (which may incorporate automatic renewals for periods of up to one twelve (112) year, PROVIDED THAT no later than thirty (30) days prior to the date of any automatic renewal the Issuing Bank may terminate such Letter of Creditmonths), or (iiB) fourteen five (145) days Business Days prior to the Revolving Credit Maturity Date. Each ; (ii) no Issuing Bank shall be under any obligation to issue any Letter of Credit so issuedif (A) any order, extended judgment or renewed decree of any Governmental Authority or arbitrator shall (i) provide for by its terms purport to enjoin or restrain such Issuing Bank from issuing the payment of sight drafts for honor thereunder when presented in accordance with the terms thereof and when accompanied by the documents described therein and (ii) be subject to the Uniform Customs or, in the case of a standby Letter of Credit, either or any law applicable to such Issuing Bank or any request or directive (whether or not having the Uniform Customs force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the International Standby PracticesLetter of Credit in particular or shall impose upon such Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder or otherwise) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it, (B) the issuance of the Letter of Credit would violate one or more material policies of such Issuing Bank applicable to letters of credit generally applied on a consistent basis to similarly situated letter of credit applicants, or (C) any Bank is at that time a Defaulting Bank, unless (x) such Issuing Bank has entered into arrangements, including the delivery of cash collateral or other credit support, satisfactory to such Issuing Bank (in its sole discretion), with the applicable Borrower or such Bank to eliminate such Issuing Bank’s actual or potential fronting exposure with respect to such Defaulting Bank, or (y) such actual or potential fronting exposure with respect to such Defaulting Bank has been reallocated to Banks that are non-Defaulting Banks pursuant to clause (d) of §2.17.1 and (iii) the aggregate face amount of all Letters of Credit issued by any one Issuing Bank shall not at any time exceed the amount set forth opposite the name of such Issuing Bank on Schedule 2.6.1 hereto, as such amount may be increased (in the sole discretion of such Issuing Bank) or decreased (if so agreed by such Issuing Bank and the Borrower by the execution and delivery by such Issuing Bank, the Company, the Guarantor and the Administrative Agent of an instrument in substantially the form of Schedule 2.6.1(a) hereto. Each Issuing Bank will promptly confirm to the Administrative Agent the issuance of each Letter of Credit specifying the face amount thereof or any increase thereto, and the Administrative Agent will transmit such information to the Banks.

Letter of Credit Commitments. (ai) Subject to and upon the terms and conditions hereof herein set forth and such other conditions as are applicable to its customers generally, BT agrees to issue, or cause one of its Affiliates (including without limitation Deutsche Bank AG, New York Branch), to issue in its own name (in such capacity, "Facing Agent"), but for the execution and receipt ratable benefit of a Loan and Letter all Term A Lenders (including Facing Agent) in the case of Rollover Letters of Credit Request reflecting and for the Maximum Drawing Amount ratable benefit of all Revolving Lenders (including the Facing Agent) in the case of all Letters of Credit other than Rollover Letters of Credit (including A) on the requested Letter Initial Borrowing Date, the Rollover Letters of Credit) and the outstanding Revolving Credit Loans and Swing Line Loans, the Issuing Bank, on behalf of the Revolving Credit Lenders, with respect to each Revolving Credit Lender's Commitment Percentage and in reliance upon the agreement of the Revolving Credit Lenders set forth in ss.3.1(b) and upon the representations and warranties of the Borrowers contained herein, agrees to issue, extend, and renew for (B) at any time and from time to time on or after the account of Initial Borrowing Date and prior to the Borrowers 30th day preceding the Revolver Termination Date, one or more Letters of Credit (other than a Rollover Letter of Credit), each having a Stated Amount in such form as may be requested from Dollars and each being issued at sight, for the account of a Borrower in an aggregate undrawn amount at any one time to time by outstanding that together with the Borrowers and agreed to by aggregate Stated Amount of other Letters of Credit then outstanding (other than the Issuing BankRollover Letters of Credit), does not exceed $15,000,000; PROVIDEDprovided, HOWEVERhowever, thatthat Facing Agent shall not issue or extend the expiration of any Letter of Credit if, immediately after giving effect to such requestissuance or extension, the Maximum Drawing Amount of all Letters of Credit PLUS all unpaid Reimbursement Obligations shall not exceed the lesser of (A) the aggregate LC Obligations at such time would exceed $50,000,000 or 15,000,000, (B) the Total Available Revolving Commitment MINUS of any Revolving Lender would be less than zero or (C) the aggregate outstanding amount Working Capital Loans of all Revolving Lenders, when added to the Revolving Credit then outstanding Swing Line Loans and the Swing Line Loansaggregate LC Obligations, would exceed the Working Capital Sublimit. No Letter of Credit shall have an expiration date later than the earlier of (i) one (1) year after the date of issuance of the Each Revolving Lender severally, but not jointly, agrees to participate in each such Letter of Credit (which may incorporate automatic renewals for periods other than a Rollover Letter of up to one (1Credit) year, PROVIDED THAT no later than thirty (30) days prior issued by Facing Agent to the date extent of its Revolver Pro Rata Share and to make available to Facing Agent such Lender's Revolver Pro Rata Share of any automatic renewal payment made to the Issuing Bank may terminate beneficiary of such Letter of Credit), or (ii) fourteen (14) days prior Credit to the extent not reimbursed by Borrowers pursuant to Section 2.9(c)(i); provided, however, that no Revolving Credit Maturity Date. Each Lender shall be required to participate in any such Letter of Credit so issued, extended or renewed shall (i) provide for the payment of sight drafts for honor thereunder when presented in accordance with the terms thereof and when accompanied by the documents described therein and (ii) be subject to the Uniform Customs orextent that such participation therein would exceed such Lender's Available Revolving Commitment then in effect. Each Term A Lender severally, but not jointly agrees to participate in each Rollover Letter of Credit issued by Facing Agent to the extent of its Term A Pro Rata Share and to make available to Facing Agent such Lender's Term A Pro Rata Share of any payment made to the beneficiary of such Rollover Letter of Credit pursuant to Section 2.9(c)(ii); provided, however, that no Term A Lender shall be required to participate in any Rollover Letter of Credit to the extent that such participation therein would exceed such Lender's Available Term A Commitment then in effect. No Lender's obligation to participate in any Letter of Credit or to make available to Facing Agent such Lender's Revolver Pro Rata Share or Term A Pro Rata Share as applicable of any Letter of Credit Payment made by Facing Agent shall be affected by any other Lender's failure to participate in the same or any other Letter of Credit or by any other Lender's failure to make available to Facing Agent such other Lender's Revolver Pro Rata Share or Term A Pro Rata Share as applicable of any Letter of Credit Payment. Notwithstanding the foregoing, in the case of event a standby Lender Default exists, Facing Agent shall not be required to issue any Letter of CreditCredit unless Facing Agent has entered into arrangements satisfactory to it and Borrowers to eliminate such Facing Agent's risk with respect to the participation in Letters of Credit of the Defaulting Lender or Lenders, either including by cash collateralizing such Defaulting Lender's or Lenders' Revolver Pro Rata Share or Term A Pro Rata Share as applicable of the Uniform Customs or the International Standby PracticesLC Obligations.

Letter of Credit Commitments. (a) Subject to the terms and conditions hereof and the execution and receipt by the Administrative Agent of a Loan and written notice in the form of Exhibit C hereto (a “Letter of Credit Request Request”) appropriately completed and signed by an authorized officer of the Borrower reflecting the Maximum Drawing Amount of all Letters of Credit (including the requested Letter of Credit) ), and receipt by an Issuing Bank, with a copy to the outstanding Revolving Administrative Agent, of a Letter of Credit Loans Application appropriately completed and Swing Line Loanssigned by an authorized officer of the Borrower, the such Issuing Bank, on behalf of the Revolving Credit Lenders, with respect to each Revolving Credit Lender's Commitment Percentage Banks and in reliance upon the agreement of the Revolving Credit Lenders set forth in ss.3.1(b) and upon the representations and warranties of the Borrowers Borrower contained hereinherein and the agreement of the Banks contained in §3.1(c) hereof, agrees to issue, extend, and renew issue standby Letters of Credit (including so-called “direct pay” standby Letters of Credit) for the account of the Borrowers one or more Letters Borrower (which may, with such Issuing Bank’s consent, incorporate automatic renewals for periods of Creditup to twelve (12) months), in such form as may be requested from time to time by the Borrowers Borrower and agreed to by the such Issuing Bank; PROVIDEDprovided, HOWEVERhowever, that, after giving effect to such request, the aggregate Maximum Drawing Amount of all Letters of Credit PLUS all unpaid Reimbursement Obligations issued at any time shall not exceed the lesser of (A) $50,000,000 or (B) the Total Commitment MINUS minus the aggregate outstanding amount of the Revolving Credit Loans and the Swing Line Loans. No ; provided further, that (i) no Letter of Credit shall have an expiration date later than the earlier of (iA) one eighteen (118) year months after the date of issuance of the Letter of Credit (which may incorporate automatic renewals for periods of up to one twelve (112) year, PROVIDED THAT no later than thirty (30) days prior to the date of any automatic renewal the Issuing Bank may terminate such Letter of Creditmonths), or (iiB) fourteen five (145) days Business Days prior to the Revolving Credit Maturity Date. Each ; (ii) no Issuing Bank shall be under any obligation to issue any Letter of Credit so issuedif (A) any order, extended judgment or renewed decree of any governmental authority or arbitrator shall (i) provide for by its terms purport to enjoin or restrain such Issuing Bank from issuing the payment of sight drafts for honor thereunder when presented in accordance with the terms thereof and when accompanied by the documents described therein and (ii) be subject to the Uniform Customs or, in the case of a standby Letter of Credit, either or any law applicable to such Issuing Bank or any request or directive (whether or not having the Uniform Customs force of law) from any governmental authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the International Standby PracticesLetter of Credit in particular or shall impose upon such Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder or otherwise) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it, (B) the issuance of the Letter of Credit would violate one or more material policies of such Issuing Bank applicable to letters of credit generally applied on a consistent basis to similarly situated letter of credit applicants, or (C) any Bank is at that time a Defaulting Bank, unless (x) such Issuing Bank has entered into arrangements, including the delivery of cash collateral or other credit support, satisfactory to such Issuing Bank (in its sole discretion), with the Borrower or such Bank to eliminate such Issuing Bank’s actual or potential fronting exposure with respect to such Defaulting Bank, or (y) such actual or potential fronting exposure with respect to such Defaulting Bank has been reallocated to Banks that are non-Defaulting Banks pursuant to clause (iv) of §5.14 and (iii) the aggregate face amount of all Letters of Credit issued by any one Issuing Bank shall not at any time exceed the amount set forth opposite the name of such Issuing Bank on Schedule 3.1 hereto, as such amount may be increased (in the sole discretion of such Issuing Bank) or decreased (if so agreed by such Issuing Bank and the Borrower by the execution and delivery by such Issuing Bank, the Borrower, the Guarantor and the Administrative Agent of an instrument in substantially the form of Schedule 3.1.1 hereto. Each Issuing Bank will promptly confirm to the Administrative Agent the issuance of each Letter of Credit specifying the face amount thereof or any increase thereto, and the Administrative Agent will transmit such information to the Banks.

Letter of Credit Commitments. (a) Subject to the terms and conditions hereof and the execution and receipt of a Loan and Letter of Credit Request reflecting the Maximum Drawing Amount of all Letters of Credit (including the requested Letter of Credit) and the outstanding Revolving a Letter of Credit Loans and Swing Line LoansApplication, the Issuing Bank, Administrative Agent on behalf of the Revolving Credit Lenders, with respect to each Revolving Credit Lender's Commitment Percentage Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in ss.3.1(bs. 3.1(b) and upon the representations and warranties of the Borrowers contained herein, agrees to issueissue standby letters of credit (including, extendin the case of L/C Supported IRBs, and renew for the account so-called direct pay letters of the Borrowers one or more credit, "IRB Letters of Credit") (collectively, the "Letters of Credit") in such form as may be requested from time to time by the Borrowers and agreed to by the Issuing BankAdministrative Agent; PROVIDEDprovided, HOWEVERhowever, that, after giving effect to such request, the Maximum Drawing Amount of all Letters of Credit PLUS all unpaid Reimbursement Obligations shall not exceed the lesser of (A) $50,000,000 or (B) the Total Revolving Credit Commitment MINUS minus the aggregate outstanding amount of the Revolving Credit Loans and Loans, the Swing Line LoansLoans and Unpaid Reimbursement Obligations. No Letter of Credit shall have an expiration date later than thirty (30) days prior to the earlier Revolving Credit Maturity Date and in addition no Letter of Credit (iother than the IRB Letters of Credit) shall have an expiration date later than one (1) year after the date of issuance of the such Letter of Credit (which may incorporate automatic renewals for periods of up to one (1) year, PROVIDED THAT no later than thirty (30) days prior provided that the Administrative Agent may, upon 30 days' notice to the date of any automatic renewal the Issuing Bank may terminate beneficiary, cancel such Letter of CreditCredit which has been renewed beyond its initial one (1) year term), or (ii) fourteen (14) days prior to the . The Administrative Agent shall promptly notify each Revolving Credit Maturity Date. Each Lender of each Loan and Letter of Credit so issued, extended or renewed shall (i) provide for the payment of sight drafts for honor thereunder when presented in accordance with the terms thereof and when accompanied Request received by the documents described therein and (ii) be subject to the Uniform Customs or, in the case of a standby Letter of Credit, either the Uniform Customs or the International Standby PracticesAdministrative Agent hereunder.

Letter of Credit Commitments. (ai) Subject to and upon the terms and conditions hereof herein set forth and such other conditions as are applicable to its customers generally, BT agrees to issue, or cause one of its Affiliates (including without limitation Deutsche Bank AG, New York Branch), to issue in its own name (in such capacity, "Facing Agent"), but for the execution and receipt ratable benefit of a Loan and Letter all Term A Lenders (including Facing Agent) in the case of Rollover Letters of Credit Request reflecting and for the Maximum Drawing Amount ratable benefit of all Revolving Lenders (including the Facing Agent) in the case of all Letters of Credit other than Rollover Letters of Credit (including A) on the requested Letter Initial Borrowing Date, the Rollover Letters of Credit) and the outstanding Revolving Credit Loans and Swing Line Loans, the Issuing Bank, on behalf of the Revolving Credit Lenders, with respect to each Revolving Credit Lender's Commitment Percentage and in reliance upon the agreement of the Revolving Credit Lenders set forth in ss.3.1(b) and upon the representations and warranties of the Borrowers contained herein, agrees to issue, extend, and renew for (B) at any time and from time to time on or after the account of Initial Borrowing Date and prior to the Borrowers 30th day preceding the Revolver Termination Date, one or more Letters of Credit (other than a Rollover Letter of Credit), each having a Stated Amount in such form as may be requested from Dollars and each being issued at sight, for the account of Borrower in an aggregate undrawn amount at any one time to time by outstanding that together with the Borrowers and agreed to by aggregate Stated Amount of other Letters of Credit then outstanding (other than a Rollover Letter of Credit), does not exceed $15,000,000; provided, however, that Facing Agent shall not issue or extend the Issuing Bank; PROVIDEDexpiration of any Letter of Credit if, HOWEVER, that, immediately after giving effect to such requestissuance or extension, the Maximum Drawing Amount of all Letters of Credit PLUS all unpaid Reimbursement Obligations shall not exceed the lesser of (A) the aggregate LC Obligations at such time would exceed $50,000,000 or 15,000,000, (B) the Total Available Revolving Commitment MINUS of any Revolving Lender would be less than zero or (C) the aggregate outstanding amount Working Capital Loans of all Revolving Lenders, when added to the Revolving Credit then outstanding Swing Line Loans and the Swing Line Loansaggregate LC Obligations, would exceed the Working Capital Sublimit. No Letter of Credit shall have an expiration date later than the earlier of (i) one (1) year after the date of issuance of the Each Revolving Lender severally, but not jointly, agrees to participate in each such Letter of Credit (which may incorporate automatic renewals for periods other than a Rollover Letter of up to one (1Credit) year, PROVIDED THAT no later than thirty (30) days prior issued by Facing Agent to the date extent of its Revolver Pro Rata Share and to make available to Facing Agent such Lender's Revolver Pro Rata Share of any automatic renewal payment made to the Issuing Bank may terminate beneficiary of such Letter of Credit), or (ii) fourteen (14) days prior Credit to the extent not reimbursed by Borrower pursuant to Section 2.9(c)(i); provided, however, that no Revolving Credit Maturity Date. Each Lender shall be required to participate in any such Letter of Credit so issued, extended or renewed shall (i) provide for the payment of sight drafts for honor thereunder when presented in accordance with the terms thereof and when accompanied by the documents described therein and (ii) be subject to the Uniform Customs orextent that such participation therein would exceed such Lender's Available Revolving Commitment then in effect. Each Term A Lender severally, but not jointly agrees to participate in each Rollover Letter of Credit issued by Facing Agent to the extent of its Term A Pro Rata Share and to make available to Facing Agent such Lender's Term A Pro Rata Share of any payment made to the beneficiary of such Rollover Letter of Credit pursuant to Section 2.9(c)(ii); provided, however, that no Term A Lender shall be required to participate in any Rollover Letter of Credit to the extent that such participation therein would exceed such Lender's Available Term A Commitment then in effect. No Lender's obligation to participate in any Letter of Credit or to make available to Facing Agent such Lender's Revolver Pro Rata Share or Term A Pro Rata Share as applicable of any Letter of Credit Payment made by Facing Agent shall be affected by any other Lender's failure to participate in the same or any other Letter of Credit or by any other Lender's failure to make available to Facing Agent such other Lender's Revolver Pro Rata Share or Term A Pro Rata Share as applicable of any Letter of Credit Payment. Notwithstanding the foregoing, in the case of event a standby Lender Default exists, Facing Agent shall not be required to issue any Letter of CreditCredit 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, either including by cash collateralizing such Defaulting Lender's or Lenders' Revolver Pro Rata Share or Term A Pro Rata Share as applicable of the Uniform Customs or the International Standby PracticesLC Obligations.

Letter of Credit Commitments. (a) Subject to the terms and conditions hereof and the execution and receipt of a Loan and letter of credit request in substantially the form of Exhibit C-2 hereto (a "Letter of Credit Request Request") by the Administrative Agent reflecting the Maximum Drawing Amount of all Letters of Credit (including the requested Letter of Credit) and the outstanding Revolving a Letter of Credit Loans and Swing Line LoansApplication, the Issuing BankAdministrative Agent, on behalf of the Revolving Credit Lenders, with respect to each Revolving Credit Lender's Commitment Percentage Banks and in reliance upon the agreement of the Revolving Credit Lenders set forth in ss.3.1(b) and upon the representations and warranties of the Borrowers Borrower contained hereinherein and the agreement of the Banks contained in 3.1(b) hereof, agrees to issue, extend, and renew for the account issue letters of the Borrowers one or more Letters of Creditcredit, in such form as may be requested from time to time by the Borrowers Borrower and agreed to by the Issuing BankAdministrative Agent; PROVIDEDprovided, HOWEVERhowever, that, (i) after giving effect to such request, the aggregate Maximum Drawing Amount of all letters of credit issued at any time under this 3.1(a) (the "Letters of Credit PLUS all unpaid Reimbursement Obligations Credit") shall not exceed the lesser of (A) $50,000,000 50,000,000, or (B) the Total Commitment MINUS minus the aggregate outstanding amount of the Revolving Credit Loans Loans, and the Swing Line Loans. No (ii) no Letter of Credit shall have an expiration date later than the earlier of (ix) one twelve (112) year months after the date of issuance of the Letter of Credit (which may incorporate automatic renewals for periods of up to one twelve (112) year, PROVIDED THAT no later than thirty (30) days prior to the date of any automatic renewal the Issuing Bank may terminate such Letter of Creditmonths), or (iiy) fourteen (14) days Business Days prior to the Revolving Credit Maturity Date. (b) Each Bank severally agrees that it shall be absolutely liable, without regard to the occurrence of any Default or Event of Default, the termination of the Total Commitment pursuant to 12.2, or any other condition precedent whatsoever, to the extent of such Bank's Commitment Percentage thereof, to reimburse the Administrative Agent on demand for the amount of each draft paid by the Administrative Agent under each Letter of Credit so issued, extended to the extent that such amount is not reimbursed by the Borrower pursuant to 3.2 (such agreement for a Bank being called herein the "Letter of Credit Participation" of such Bank). Each Bank agrees that its obligation to reimburse the Administrative Agent pursuant to this 3.1(b) shall not be affected in any way by any circumstance other than the gross negligence or renewed willful misconduct of the Administrative Agent. (c) Each such reimbursement payment made by a Bank to the Administrative Agent shall (i) provide for be treated as the payment purchase by such Bank of sight drafts for honor thereunder when presented a participating interest in the Borrower's Reimbursement Obligation under 3.2 in an amount equal to such payment. Each Bank shall share in accordance with the terms thereof and when accompanied by the documents described therein and (ii) be subject its participating interest in any interest which accrues pursuant to the Uniform Customs or, in the case of a standby Letter of Credit, either the Uniform Customs or the International Standby Practices3.2.

Letter of Credit Commitments. (a) Subject to the terms and conditions hereof and the execution and receipt of a Loan and Letter of Credit Request reflecting the Maximum Drawing Amount of all Letters of Credit (including the requested Letter of Credit) and the outstanding Revolving a Letter of Credit Loans and Swing Line LoansApplication, the each Issuing Bank, Bank on behalf of the Revolving Credit Lenders, with respect to each Revolving Credit Lender's Commitment Percentage Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in ss.3.1(b) and upon the representations and warranties of the Borrowers contained herein, agrees to issue, extend, and renew for the account issue standby letters of the Borrowers one or more Letters of Credit, credit in such form as may be requested from time to time by the Borrowers and agreed to by the such Issuing Bank; PROVIDED, HOWEVER, that, after giving effect to such request, the Maximum Drawing Amount of all Letters of Credit PLUS all unpaid Reimbursement Obligations issued under this Credit Agreement shall not exceed the lesser of (Ai) $50,000,000 15,000,000 or (Bii) the Total Commitment MINUS the aggregate outstanding amount of the Revolving Credit Loans and the Swing Line Loans. No Letter of Credit shall have an expiration date later than fourteen (14) days prior to the earlier Maturity Date and no Letter of (i) Credit shall have an expiration date later than one (1) year after the date of issuance of the such Letter of Credit (which may incorporate automatic renewals for periods of up to one (1) year, PROVIDED THAT no later than the Issuing Bank may, upon thirty (30) days prior days' notice to the date of any automatic renewal the Issuing Bank may terminate beneficiary, cancel such Letter of CreditCredit which has been renewed beyond its initial one (1) year term), or (ii) fourteen (14) days prior to the Revolving Credit Maturity Date. Each Letter of Credit so issued, extended or renewed shall (i) provide for the payment of sight drafts for honor thereunder when presented in accordance with the terms thereof and when accompanied by the documents described therein and (ii) be subject to the Uniform Customs or, in the case of a standby Financial Letter of Credit, either the Uniform Customs or the International Standby Practices. Notwithstanding the foregoing, the Issuing Banks shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of any Borrower to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case such Borrower demonstrates to the satisfaction of such Issuing Bank that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by such Borrower to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of such Borrower and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by such Borrower.