Common use of Standby Letter of Credit Commitment Clause in Contracts

Standby Letter of Credit Commitment. The Agent agrees to issue and renew, and the other Lenders hereby authorize the Agent to issue and renew, subject to the terms and conditions set forth in this Section 2.11, Standby Letters of Credit for the account of the Company from time to time on any Business Day from the Closing Date until thirty (30) days before the Termination Date; PROVIDED that (a) at the time of, and after giving effect to, any such requested Standby Letter of Credit, all Revolving Conditions are satisfied; (b) the requested amount of such Standby Letter of Credit after taking into account, and aggregating therewith, the face amount of all other Standby Letters of Credit theretofore issued, does not exceed the Standby Letter of Credit Commitment; (c) the term of such Standby Letter of Credit does not exceed one hundred eighty (180) days; and (d) the requested Standby Letter of Credit satisfies the requirements of Section 2.11.2, below. Each Lender's Revolving Commitment shall be deemed utilized by an amount equal to such Lender's Ratable Portion (based on such Lender's Revolving Commitment) of the maximum amount available to be drawn under each Standby Letter of Credit (assuming compliance with all conditions to drawing the maximum amount available under such Standby Letter of Credit). Immediately upon the issuance of each Standby Letter of Credit, the Agent shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from the Agent, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Standby Letter of Credit, each drawing thereunder and the Obligations of the Company under this Credit Agreement related to such Standby Letter of Credit in an amount equal to the Ratable Portion of such Lender therein (based on such Lender's Revolving Commitment), to the end that all of the Lenders shall share the obligations and risks as to Standby Letters of Credit in accordance with their respective Ratable Portions (based on their Revolving Commitments). Each Lender irrevocably agrees to pay to the Agent upon demand at any time that Agent is required to make a Standby Letter of Credit Disbursement (prior to the making of a Revolving Loan in refunding of any Letter of Credit Obligations) the amount of such Lender's participation in such Standby Letter of Credit Obligation.

Standby Letter of Credit Commitment. The Agent agrees to issue and renew, and the other Lenders hereby authorize the Agent to issue and renew, subject to the terms and conditions set forth in this Section 2.11, Standby Letters of Credit for the account of the Company from time to time on any Business Day from the Closing Date until thirty (30) days before the Termination Date; PROVIDED provided that (a) at the time of, and after giving effect to, any such requested Standby Letter of Credit, all Revolving Conditions are satisfied; (b) the requested amount of such Standby Letter of Credit after taking into account, and aggregating therewith, the face amount of all other Standby Letters of Credit theretofore issued, does not exceed the Standby Letter of Credit Commitment; (c) the term of such Standby Letter of Credit does not exceed one hundred eighty (180) daysyear; and (d) the requested Standby Letter of Credit satisfies the requirements of Section 2.11.2, below. Each Lender's Revolving Commitment shall be deemed utilized by an amount equal to such Lender's Ratable Portion (based on such Lender's Revolving Commitment) of the maximum amount available to be drawn under each Standby Letter of Credit (assuming compliance with all conditions to drawing the maximum amount available under such Standby Letter of Credit). Immediately upon the issuance of each Standby Letter of Credit, the Agent shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from the Agent, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Standby Letter of Credit, each drawing thereunder and the Obligations of the Company under this Credit Agreement related to such Standby Letter of Credit in an amount equal to the Ratable Portion of such Lender therein (based on such Lender's Revolving Commitment), to the end that all of the Lenders shall share the obligations and risks as to Standby Letters of Credit in accordance with their respective Ratable Portions (based on their Revolving Commitments). Each Lender irrevocably agrees to pay to the Agent upon demand at any time that Agent is required to make a Standby Letter of Credit Disbursement (prior to the making of a Revolving Loan in refunding of any Letter of Credit Obligations) the amount of such Lender's participation in such Standby Letter of Credit Obligation.

Standby Letter of Credit Commitment. The Agent agrees to issue and renew, and the other Lenders hereby authorize the Agent to issue and renew, subject to the terms and conditions set forth in this Section 2.11, Standby Letters of Credit for the account of the Company from (a) From time to time on any Business Day occurring from and after the Closing Date until thirty (30) days before but prior to the Commitment Termination Date; PROVIDED , the Issuer agrees that it will (ai) at the time ofissue one or more standby letters of credit (relative to such Issuer, and after giving effect to, any such requested its “Standby Letter of Credit”) for the account of any Borrower or any Guarantor in the Stated Amount requested by such Borrower or Guarantor (or the Administrative Borrower on behalf of such Borrower or Guarantor) on such day; provided that (A) Standby Letters of Credit shall be issued only to support workers compensation obligations and bankers acceptances and performance bonds, surety bonds, appeal bonds and performance guarantees of a Borrower or any Guarantor, in each case, in the furtherance of the businesses of Xxxx-Xxxxx and its Subsidiaries permitted pursuant to Section 7.2.1 hereof, (B) the aggregate principal amount of Revolving Loans, Swing Line Loans and Total Letter of Credit Outstandings outstanding at any time shall not exceed the Borrowing Base at such time and (C) the aggregate principal amount of Standby Letter of Credit Outstandings to all Revolving Conditions are satisfiedBorrowers and Guarantors at any time, plus the Subfacility Letter of Credit Outstandings shall not exceed the Letter of Credit Limit; or (ii) extend the Stated Expiry Date of an existing Standby Letter of Credit previously issued hereunder. (b) No Stated Expiry Date shall extend beyond the requested amount earlier of (A) the Commitment Termination Date and (B) one year from the date of initial issuance or, if applicable, most recent extension, in each case unless otherwise agreed to by the Issuer in its sole discretion; provided that in the case of a Stated Expiry Date that extends beyond the Commitment Termination Date, such Standby Letter of Credit after taking into accountis fully Cash Collateralized in a manner satisfactory to the Issuer on the date of its issuance (or extension, and aggregating therewith, if prior to such extension the face amount Stated Expiry Date was prior to the Commitment Termination Date). The Issuer shall not be required to issue or extend the Stated Maturity Date of all other Standby Letters of Credit theretofore issued, does not exceed the any Standby Letter of Credit Commitment; if, after giving effect thereto, (c1) the term aggregate amount of such all Standby Letter of Credit does not Outstandings plus the Subfacility Letter of Credit Outstandings would exceed the Letter of Credit Limit or (2) the sum of the aggregate amount of the Total Letter of Credit Outstandings plus the aggregate principal amount of all Revolving Loans and Swing Line Loans then outstanding would exceed the lesser of (x) the Borrowing Base at such time or (y) the Maximum Credit. For the avoidance of doubt, no Stated Expiry Date shall in any event extend beyond the date which is one hundred eighty year after the Commitment Termination Date, even if the applicable Letter of Credit is fully Cash Collateralized. (180c) days; and [Intentionally deleted]. (d) the requested The Issuer shall not be required to issue any Standby Letter of Credit satisfies the requirements if it is to be used other than as set forth in Section 2.1.3(a)(i)(A) hereof. (e) All Existing Letters of Section 2.11.2, below. Each Lender's Revolving Commitment shall be deemed utilized by an amount equal to such Lender's Ratable Portion (based on such Lender's Revolving CommitmentCredit listed in Part II of Item 7.2.2(a) of the maximum amount available to be drawn under each Standby Letter of Credit (assuming compliance with all conditions to drawing the maximum amount available under such Standby Letter of Credit). Immediately upon the issuance of each Standby Letter of Credit, the Agent Disclosure Schedule shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from the Agent, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Standby Letter of Credit, each drawing thereunder and the Obligations of the Company under this Credit Agreement related to such Standby Letter of Credit in an amount equal to the Ratable Portion of such Lender therein (based on such Lender's Revolving Commitment), to the end that all of the Lenders shall share the obligations and risks been issued as to Standby Letters of Credit in accordance with their respective Ratable Portions (based on their Revolving Commitments). Each Lender irrevocably agrees to pay to the Agent upon demand at any time that Agent is required to make under this Agreement, shall constitute a Standby Letter of Credit Disbursement and shall be and shall be governed by, and participated in by the Lenders pursuant to, the terms of this Agreement. (prior f) Any payments made by or on behalf of Agent or any Lender to any issuer thereof and/or related parties in connection with the making Standby Letters of Credit provided to or for the benefit of a Borrower shall first constitute additional Revolving Loan Loans (or in refunding of any Letter of Credit Obligationsevent Special Agent Advances as the case may be) the amount of such Lender's participation in such Standby Letter of Credit Obligationaccordance with Section 2.1.1 hereof.

Standby Letter of Credit Commitment. The Agent agrees to issue and renew, and the other Lenders hereby authorize the Agent to issue and renew, subject to the terms and conditions set forth in this Section 2.11, Standby Letters of Credit for the account of the Company from time to time on any Business Day from the Closing Date until thirty (30) days before the Termination Date; PROVIDED that (a) at the time of, and after giving effect to, any such requested Standby Letter of Credit, all Revolving Conditions are satisfied; (b) the requested amount of such Standby Letter of Credit after taking into account, and aggregating therewith, the face amount of all other Standby Letters of Credit theretofore issued, does not exceed the Standby Letter of Credit Commitment; (c) the term of such Standby Letter of Credit does not exceed one hundred eighty (180) daysyear; and (d) the requested Standby Letter of Credit satisfies the requirements of Section 2.11.2, below. Each Lender's Revolving Commitment shall be deemed utilized by an amount equal to such Lender's Ratable Portion (based on such Lender's Revolving Commitment) of the maximum amount available to be drawn under each Standby Letter of Credit (assuming compliance with all conditions to drawing the maximum amount available under such Standby Letter of Credit). Immediately upon the issuance of each Standby Letter of Credit, the Agent shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from the Agent, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Standby Letter of Credit, each drawing thereunder and the Obligations of the Company under this Credit Agreement related to such Standby Letter of Credit in an amount equal to the Ratable Portion of such Lender therein (based on such Lender's Revolving Commitment), to the end that all of the Lenders shall share the obligations and risks as to Standby Letters of Credit in accordance with their respective Ratable Portions (based on their Revolving Commitments). Each Lender irrevocably agrees to pay to the Agent upon demand at any time that Agent is required to make a Standby Letter of Credit Disbursement (prior to the making of a Revolving Loan in refunding of any Letter of Credit Obligations) the amount of such Lender's participation in such Standby Letter of Credit Obligation.

Standby Letter of Credit Commitment. The Agent agrees to issue and renew, and the other Lenders hereby authorize the Agent to issue and renew, subject to the terms and conditions set forth in this Section 2.11, Standby Letters of Credit for the account of the Company from (a) From time to time on any Business Day occurring from and after the Closing Date until thirty (30) days before but prior to the Commitment Termination Date; PROVIDED , the Issuer agrees that it will (ai) at the time ofissue one or more standby letters of credit (relative to such Issuer, and after giving effect to, any such requested its "Standby Letter of Credit") for the account of any Borrower or any Subsidiary Guarantor that is a Restricted Subsidiary in the Stated Amount requested by such Borrower or Subsidiary Guarantor (or the Administrative Borrower on behalf of such Borrower or Subsidiary Guarantor) on such day; provided that (A) Standby Letters of Credit shall be issued only to support workers compensation obligations and bankers acceptances and performance bonds, all Revolving Conditions are satisfied; surety bonds, appeal bonds and performance guarantees of a Borrower or any Restricted Subsidiary, in each case, in the ordinary course of business of such Borrower or such Restricted Subsidiary consistent with past practice, (bB) the requested aggregate principal amount of Revolving Loans, Swing Line Loans and Total Letter of Credit Outstandings outstanding at any one time shall not exceed the Borrowing Base at such time and (C) the aggregate principal amount of Standby Letter of Credit after taking into account, Outstandings to all the Borrowers and aggregating therewith, the face amount of all other Standby Letters of Credit theretofore issued, does Subsidiary Guarantors at any one time shall not exceed the Standby Letter of Credit CommitmentCommitment Amount; or (cii) extend the Stated Expiry Date of an existing Standby Letter of Credit previously issued hereunder. No Stated Expiry Date shall extend beyond the earlier of (w) the term Commitment Termination Date and (x) one year from the date of initial issuance or, if applicable, most recent extension, in each case unless otherwise agreed to by the Issuer in its sole discretion; provided that in the case of a Stated Expiry Date that extends beyond the Commitment Termination Date, such Standby Letter of Credit does is fully cash collateralized in a manner satisfactory to the Issuer on the date of its issuance (or extension, if prior to such extension the Stated Expiry Date was prior to the Commitment Termination Date). The Issuer shall not exceed one hundred eighty (180) days; and (d) be required to issue or extend the requested Stated Maturity Date of any Standby Letter of Credit satisfies if, after giving effect thereto, (y) the requirements aggregate amount of Section 2.11.2, below. Each Lender's Revolving Commitment shall be deemed utilized by an amount equal to such Lender's Ratable Portion (based on such Lender's Revolving Commitment) of the maximum amount available to be drawn under each all Standby Letter of Credit Outstandings would exceed the Standby Letter of Credit Commitment Amount or (assuming compliance z) the sum of the aggregate amount of the Total Letter of Credit Outstandings plus the aggregate principal amount of all Revolving Loans and Swing Line Loans then outstanding would exceed the Total Commitment Amount. For the avoidance of doubt, no Stated Expiry Date shall in any event extend beyond the date which is one year after the Commitment Termination Date, even if the applicable Letter of Credit is fully Cash Collateralized. (b) The Issuer shall not be required to issue any Standby Letter of Credit for the account of a Borrower or extend the Stated Expiry Date of an existing Standby Letter of Credit for the account of a Borrower unless the Excess Availability, prior to giving effect to any Reserves with all conditions respect to drawing the maximum amount available under such Standby Letter of Credit), on the date of the proposed issuance of any Standby Letter of Credit, shall be equal to or greater than an amount equal to the sum (the "Applicable Amount") of (i) one hundred percent (100%) of the face amount thereof plus (ii) all other commitments and obligations made or incurred by the Administrative Agent with respect thereto. Immediately upon Effective on the issuance of each Standby Letter of Credit, the Agent a Reserve shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from established in the Agent, in each case irrevocably and without any further action by any party, an undivided interest and participation in Applicable Amount for such Standby Letter of Credit, each drawing thereunder and except to the Obligations of the Company under this Credit Agreement related to extent such Standby Letter of Credit is fully Cash Collateralized pursuant to Section 2.1.3(a). (c) The Issuer shall not be required to issue any Standby Letter of Credit if it is to be used other than as set forth in an amount equal to the Ratable Portion Section 2.1.3(a)(i)(A) above. (d) All Existing Letters of such Lender therein (based on such Lender's Revolving Commitment), to the end that all Credit listed in Part II of Item 7.2.2(a) of the Lenders Disclosure Schedule shall share the obligations and risks be deemed to have been issued as to Standby Letters of Credit under this Agreement and shall be governed by, and participated in accordance with their respective Ratable Portions (based on their Revolving Commitments). Each Lender irrevocably agrees to pay to by the Agent upon demand at any time that Agent is required to make a Standby Letter of Credit Disbursement (prior to the making of a Revolving Loan in refunding of any Letter of Credit Obligations) the amount of such Lender's participation in such Standby Letter of Credit ObligationLenders pursuant to, this Agreement.

Standby Letter of Credit Commitment. The Agent agrees to issue and renew, and the other Lenders hereby authorize the Agent to issue and renew, subject to the terms and conditions set forth in this Section 2.11, Standby Letters of Credit for the account of the Company from (a) From time to time on any Business Day occurring from and after the Closing Date until thirty (30) days before but prior to the Commitment Termination Date, the Issuer agrees that it will (i) issue one or more standby letters of credit (relative to such Issuer, its “Standby Letter of Credit”) for the account of any Borrower or any Subsidiary Guarantor that is a Restricted Subsidiary in the Stated Amount requested by such Borrower or Subsidiary Guarantor (or the Administrative Borrower on behalf of such Borrower or Subsidiary Guarantor) on such day; PROVIDED provided that (aA) Standby Letters of Credit shall be issued only to support workers compensation obligations and bankers acceptances and performance bonds, surety bonds, appeal bonds and performance guarantees of a Borrower or any Restricted Subsidiary, in each case, in the ordinary course of business of such Borrower or such Restricted Subsidiary consistent with past practice, (B) the aggregate principal amount of Revolving Loans, Swing Line Loans and Total Letter of Credit Outstandings outstanding at any one time shall not exceed the Borrowing Base at such time ofand (C) the aggregate principal amount of Standby Letter of Credit Outstandings to all the Borrowers and Subsidiary Guarantors at any one time, plus the Subfacility Letter of Credit Outstandings shall not exceed the Total Letter of Credit Commitment Amount; or (ii) extend the Stated Expiry Date of an existing Standby Letter of Credit previously issued hereunder. No Stated Expiry Date shall extend beyond the earlier of (A) the Commitment Termination Date and (B) one year from the date of initial issuance or, if applicable, most recent extension, in each case unless otherwise agreed to by the Issuer in its sole discretion; provided that in the case of a Stated Expiry Date that extends beyond the Commitment Termination Date, such Standby Letter of Credit is fully cash collateralized in a manner satisfactory to the Issuer on the date of its issuance (or extension, if prior to such extension the Stated Expiry Date was prior to the Commitment Termination Date). The Issuer shall not be required to issue or extend the Stated Maturity Date of any Standby Letter of Credit if, after giving effect tothereto, (1) the aggregate amount of all Standby Letter of Credit Outstandings plus the Subfacility Letter of Credit Outstandings would exceed the Total Letter of Credit Commitment Amount or (2) the sum of the aggregate amount of the Total Letter of Credit Outstandings plus the aggregate principal amount of all Revolving Loans and Swing Line Loans then outstanding would exceed the Total Commitment Amount. For the avoidance of doubt, no Stated Expiry Date shall in any event extend beyond the date which is one year after the Commitment Termination Date, even if the applicable Letter of Credit is fully Cash Collateralized. (b) The Issuer shall not be required to issue any Standby Letter of Credit for the account of a Borrower or extend the Stated Expiry Date of an existing Standby Letter of Credit for the account of a Borrower unless the Excess Availability, prior to giving effect to any Reserves with respect to such requested Standby Letter of Credit, all Revolving Conditions are satisfied; (b) on the requested amount date of such the proposed issuance of any Standby Letter of Credit after taking into accountCredit, and aggregating therewith, the face amount of all other Standby Letters of Credit theretofore issued, does not exceed the Standby Letter of Credit Commitment; (c) the term of such Standby Letter of Credit does not exceed one hundred eighty (180) days; and (d) the requested Standby Letter of Credit satisfies the requirements of Section 2.11.2, below. Each Lender's Revolving Commitment shall be deemed utilized by equal to or greater than an amount equal to such Lender's Ratable Portion the sum (based on such Lender's Revolving Commitmentthe “Applicable Amount”) of (i) one hundred percent (100%) of the maximum face amount available to be drawn under each Standby Letter of Credit thereof plus (assuming compliance ii) all other commitments and obligations made or incurred by the Agent with all conditions to drawing the maximum amount available under such Standby Letter of Credit)respect thereto. Immediately upon Effective on the issuance of each Standby Letter of Credit, the Agent a Reserve shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from established in the Agent, in each case irrevocably and without any further action by any party, an undivided interest and participation in Applicable Amount for such Standby Letter of Credit, each drawing thereunder and except to the Obligations of the Company under this Credit Agreement related to extent such Standby Letter of Credit is fully Cash Collateralized pursuant to Section 2.1.3(a). (c) The Issuer shall not be required to issue any Standby Letter of Credit if it is to be used other than as set forth in an amount equal to the Ratable Portion Section 2.1.3(a)(i)(A) above. (d) All Existing Letters of such Lender therein (based on such Lender's Revolving Commitment), to the end that all Credit listed in Part II of Item 7.2.2(a) of the Lenders Disclosure Schedule shall share the obligations and risks be deemed to have been issued as to Standby Letters of Credit in accordance with their respective Ratable Portions (based on their Revolving Commitments). Each Lender irrevocably agrees to pay to the Agent upon demand at any time that Agent is required to make under this Agreement, shall constitute a Standby Letter of Credit Disbursement (prior to and shall be and shall be governed by, and participated in by the making Lenders pursuant to, the terms of a Revolving Loan in refunding of any Letter of Credit Obligations) the amount of such Lender's participation in such Standby Letter of Credit Obligationthis Agreement.

Standby Letter of Credit Commitment. The Agent agrees to issue and renew, and the other Lenders hereby authorize the Agent to issue and renew, subject to the terms and conditions set forth in this Section 2.11, Standby Letters of Credit for the account of the Company from (a) From time to time on any Business Day occurring from and after the Closing Date until thirty (30) days before but prior to the Commitment Termination Date, the Issuer agrees that it will (i) issue one or more standby letters of credit (relative to such Issuer, its “Standby Letter of Credit”) for the account of any Borrower or any Guarantor in the Stated Amount requested by such Borrower or Guarantor (or the Administrative Borrower on behalf of such Borrower or Guarantor) on such day; PROVIDED provided that (aA) Standby Letters of Credit shall be issued only to support workers compensation obligations and bankers acceptances and performance bonds, surety bonds, appeal bonds and performance guarantees of a Borrower or any Guarantor, in each case, in the ordinary course of business of such Borrower or such Guarantor consistent with past practice, (B) the aggregate principal amount of Revolving Loans, Swing Line Loans and Total Letter of Credit Outstandings outstanding at any time shall not exceed the Borrowing Base at such time ofand (C) the aggregate principal amount of Standby Letter of Credit Outstandings to all Borrowers and Guarantors at any time, plus the Subfacility Letter of Credit Outstandings shall not exceed the Letter of Credit Limit; or (ii) extend the Stated Expiry Date of an existing Standby Letter of Credit previously issued hereunder. (b) No Stated Expiry Date shall extend beyond the earlier of (A) the Commitment Termination Date and (B) one year from the date of initial issuance or, if applicable, most recent extension, in each case unless otherwise agreed to by the Issuer in its sole discretion; provided that in the case of a Stated Expiry Date that extends beyond the Commitment Termination Date, such Standby Letter of Credit is fully Cash Collateralized in a manner satisfactory to the Issuer on the date of its issuance (or extension, if prior to such extension the Stated Expiry Date was prior to the Commitment Termination Date). The Issuer shall not be required to issue or extend the Stated Maturity Date of any Standby Letter of Credit if, after giving effect tothereto, (1) the aggregate amount of all Standby Letter of Credit Outstandings plus the Subfacility Letter of Credit Outstandings would exceed the Letter of Credit Limit or (2) the sum of the aggregate amount of the Total Letter of Credit Outstandings plus the aggregate principal amount of all Revolving Loans and Swing Line Loans then outstanding would exceed the Revolving Loan Limit. For the avoidance of doubt, no Stated Expiry Date shall in any event extend beyond the date which is one year after the Commitment Termination Date, even if the applicable Letter of Credit is fully Cash Collateralized. (c) The Issuer shall not be required to issue any Standby Letter of Credit for the account of a Borrower or extend the Stated Expiry Date of an existing Standby Letter of Credit for the account of a Borrower unless the Excess Availability, prior to giving effect to any Reserves with respect to such requested Standby Letter of Credit, all Revolving Conditions are satisfied; (b) on the requested amount date of such the proposed issuance of any Standby Letter of Credit after taking into accountCredit, and aggregating therewith, the face amount of all other Standby Letters of Credit theretofore issued, does not exceed the Standby Letter of Credit Commitment; (c) the term of such Standby Letter of Credit does not exceed one hundred eighty (180) days; and (d) the requested Standby Letter of Credit satisfies the requirements of Section 2.11.2, below. Each Lender's Revolving Commitment shall be deemed utilized by equal to or greater than an amount equal to such Lender's Ratable Portion the sum (based on such Lender's Revolving Commitmentthe “Applicable Amount”) of (i) one hundred (100%) percent of the maximum face amount available to be drawn under each Standby Letter of Credit thereof plus (assuming compliance ii) all other commitments and obligations made or incurred by Agent with all conditions to drawing the maximum amount available under such Standby Letter of Credit)respect thereto. Immediately upon Effective on the issuance of each Standby Letter of Credit, the Agent a Reserve shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from established in the Agent, in each case irrevocably and without any further action by any party, an undivided interest and participation in Applicable Amount for such Standby Letter of Credit, each drawing thereunder and except to the Obligations of the Company under this Credit Agreement related to extent such Standby Letter of Credit is fully Cash Collateralized pursuant to Section 2.1.3(b) hereof. (d) The Issuer shall not be required to issue any Standby Letter of Credit if it is to be used other than as set forth in an amount equal to the Ratable Portion Section 2.1.3(a)(i)(A) hereof. (e) All Existing Letters of such Lender therein (based on such Lender's Revolving Commitment), to the end that all Credit listed in Part II of Item 7.2.2(a) of the Lenders Disclosure Schedule shall share the obligations and risks be deemed to have been issued as to Standby Letters of Credit in accordance with their respective Ratable Portions (based on their Revolving Commitments). Each Lender irrevocably agrees to pay to the Agent upon demand at any time that Agent is required to make under this Agreement, shall constitute a Standby Letter of Credit Disbursement and shall be and shall be governed by, and participated in by the Lenders pursuant to, the terms of this Agreement. (prior f) Any payments made by or on behalf of Agent or any Lender to any issuer thereof and/or related parties in connection with the making Standby Letters of Credit provided to or for the benefit of a Borrower shall first constitute additional Revolving Loan B Loans to such Borrower and thereafter Revolving A Loans (or in refunding of any Letter of Credit Obligationsevent Special Agent Advances as the case may be) the amount of such Lender's participation in such Standby Letter of Credit Obligationaccordance with Section 2.1.1 hereof.