Common use of The Letter of Credit Commitment Clause in Contracts

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.20, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary and any drawings thereunder; provided that after giving effect to any Credit Extension with respect to any Letter of Credit, (I) the Tranche 2 Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), and (II) the aggregate Dollar Equivalent of all L/C Obligations shall not exceed the L/C Sublimit. Each request by Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer severally agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of CreditCredit issued by it; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time Aggregate Commitments, (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), and (IIy) the aggregate Dollar Equivalent Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agreesIssuers agree, in reliance upon the agreements of the Tranche 2 Revolving A Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary its Restricted Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Revolving A Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Aggregate Revolving A Commitments, (y) the expiration of all Letters of Revolving A Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment occurring prior to the expiration of all such Letters of Credit), and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer severally agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or or, with respect to Letters of Credit requested by the Canadian Borrower only, in one or more Alternative Currencies Canadian Dollars, for the account of (x) a Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Restricted Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of CreditCredit issued by it; and (B) the Tranche 2 Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of a Borrower or any Restricted Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Revolving Credit Outstandings shall not exceed the aggregate amount lesser of Tranche 2 (A) the Revolving Credit Aggregate Commitments that would be in effect at any time prior to and (B) the expiration of all Letters of Revolving Credit outstanding at such time Availability Amount, (solely after giving effect to y) the scheduled maturity Revolving Credit Exposure of any Commitment occurring prior to the expiration of all Revolving Credit Lender shall not exceed such Letters of Credit)Revolving Credit Lender’s Revolving Credit Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by a Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01 (A) the Bank of America, in its capacity as an L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Revolving Credit Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or or, in one or more its capacity as Alternative Currencies Currency L/C Issuer, in an Alternative Currency applicable to such L/C Issuer for the account of (x) any Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryLoan Party, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; (B) each other L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of any Borrower or extend Loan Party, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (BC) the Tranche 2 Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of Borrower the Borrowers or any Subsidiary Loan Party and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Iw) the Tranche 2 Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (x) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Commitment, (y) the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration Outstanding Amount of all Letters of Revolving Credit outstanding at such time (solely after giving effect to Loans denominated in Alternative Currencies plus the scheduled maturity of any Commitment occurring prior to the expiration aggregate Outstanding Amount of all such Letters of Credit)L/C Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by a Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 other Revolving Credit Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower (x) Borrower or provided that any Letter of Credit may be for the benefit of any Subsidiary or (yof the Borrower) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiary, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Tranche 2 Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary and any drawings thereunderpursuant to this Section 2.03; provided that after giving effect no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (Ix) the Tranche 2 Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment occurring prior to the expiration of all such Letters of Credit), and or (IIy) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not would exceed the L/C Sublimit. Each request by Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.3(b), and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate amount Outstanding Amount of Tranche 2 Commitments that would be in effect at the Loans of any time prior to Lender, plus such Lender’s Applicable Percentage of the expiration Outstanding Amount of all Letters of Credit outstanding at L/C Obligations and Swingline Obligations shall not exceed such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit)Lender’s Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryBorrowers, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary the Borrowers and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the Borrowing Base, (y) the aggregate amount Outstanding Amount of Tranche 2 Commitments that would be in effect at the Revolving Credit Loans of any time prior to Lender, plus such Lender’s Applicable Percentage of the expiration Outstanding Amount of all Letters L/C Obligations, plus such Lender’s Applicable Percentage of Credit outstanding at such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration Outstanding Amount of all Swing Line Loans shall not exceed such Letters of Credit)Lender’s Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by Borrower or an L/C Subsidiary Newpark for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower Newpark that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer severally and not jointly agrees, in reliance upon the agreements of the Tranche 2 Revolving Lenders set forth in this Section 2.202.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) in a maximum aggregate amount up to the case of commercial Letters Letter of Credit only, any customer of Borrower or any SubsidiarySublimit, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (I) the Tranche 2 Revolving Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit)Commitments, and (II) the aggregate Dollar Equivalent Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (III) the stated amount (calculated in accordance with Section 1.06 hereof) of the L/C Obligations of any L/C Issuer shall not exceed the lesser of (x) 33.33% of the Letter of Credit Sublimit, and (y) the Commitment of such L/C SublimitIssuer in its capacity as a Revolving Lender. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Restatement Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Revolving Outstandings shall not exceed the aggregate amount Aggregate Revolving Commitments and (y) the Revolving Credit Exposure of Tranche 2 any Lender shall not exceed such Lender’s Revolving Commitment; provided further that the availability of the Aggregate Revolving Commitments that would be in effect at any time prior to for the expiration issuance of all Letters of Credit outstanding at such time (solely after giving effect to shall be reduced by the scheduled maturity amount of any Commitment occurring prior to the expiration of all such Letters of Credit), and (II) the aggregate Dollar Equivalent of all L/C Obligations shall not exceed the L/C SublimitAlternative Currency Reserve. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in each of the proviso provisos to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter All Existing Letters of Credit is shall be deemed to have been issued hereunderpursuant hereto, and from and after the Restatement Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 other Revolving Credit Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more an Alternative Currencies Currency for the account of the Borrower (x) Borrower or provided, that any Letter of Credit may be for the benefit of any Subsidiary or (yof the Borrower) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiary, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Tranche 2 Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary and any drawings thereunderpursuant to this Section 2.03; provided that after giving effect no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (Ix) the Tranche 2 Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment occurring prior to the expiration of all such Letters of Credit), and or (IIy) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not would exceed the L/C Sublimit. Each request by Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Revolving Facility Lenders set forth in this Section 2.202.05, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Subsidiaries, and to amend or (solely in the case of standby Letters of Credit) extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving Facility Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Outstandings Revolving Facility Credit Exposure shall not exceed the aggregate amount lower of Tranche 2 the total Revolving Facility Commitments that would be in effect at any time prior to and the expiration of all Letters of Credit outstanding Borrowing Base at such time time, (solely after giving effect to y) the scheduled maturity Revolving Facility Credit Exposure of any Commitment occurring prior to the expiration of all Lender shall not exceed such Letters of Credit)Lender’s Revolving Facility Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer Borrower may request the issuance of Letters of Credit for its own account or for the account of any Subsidiary and for its or a Subsidiary’s benefit, payable in any Available Currency in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time on any Business Day and from time to time on and after the date hereof until the earlier of the Letter of Credit Expiration Date or the termination of the Commitments hereunder. If the Borrower requests Bank of America to issue a Letter of Credit, Bank of America agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.19, (1) from time to time on any Business Day during the period from the Closing Date until issue the Letter of Credit Expiration Date, subject to the terms and conditions of this Agreement (including without limitation those contained in this Section 2.19 below and those contained in Section 4.01) and provided that (i) the terms and provisions of such Letter of Credit are reasonably satisfactory to Bank of America and otherwise comply with the terms hereof and (ii) such Letter of Credit is issued pursuant to such documentation as Bank of America may reasonably require. The Borrower may request any Issuing Bank to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters a Letter of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Outstandings total Revolving Exposure of all Revolving Lenders shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit)Total Commitments, and (IIy) the aggregate Dollar Equivalent Revolving Exposure of all L/C Obligations a Revolving Lender shall not exceed the L/C Sublimitsuch Revolving Lender’s Commitment. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter All Existing Letters of Credit is shall be deemed to have been issued hereunderpursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryConsolidated Party, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary Consolidated Party and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Outstandings Revolving Credit Exposure of any Lender shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit)Lxxxxx’s Commitment, and (IIy) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryBorrowers, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (bSection 2.03(b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary the Borrowers and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed Loan Cap, (y) the aggregate amount Outstanding Amount of Tranche 2 Commitments that would be in effect at the Committed Loans of any time prior to Lender, plus such Lender’s Applicable Percentage of the expiration Outstanding Amount of all Letters L/C Obligations, plus such Lender’s Applicable Percentage of Credit outstanding at such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration Outstanding Amount of all Swing Line Loans shall not exceed such Letters of Credit)Lender’s Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Lead Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower the Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the Borrowing Base, (y) the aggregate amount Outstanding Amount of Tranche 2 Commitments that would be in effect at the Revolving Credit Loans of any time prior to Lender, plus such Lender’s Applicable Percentage of the expiration Outstanding Amount of all Letters L/C Obligations, plus such Lender’s Applicable Percentage of Credit outstanding at such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration Outstanding Amount of all Swing Line Loans shall not exceed such Letters of Credit)Lender’s Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary it Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Aggregate Commitments, (y) the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Commitment occurring prior to the expiration of all Lender shall not exceed such Letters of Credit)Lender’s Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 other Revolving Credit Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, Date to issue Letters of Credit at sight denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Restricted Subsidiary or of the Borrower (y) in provided that the case of commercial Letters Borrower will be the applicant and that each Letter of Credit only, any customer of shall be issued by a single L/C Issuer determined by the Borrower or any Subsidiary, (unless otherwise agreed by the applicable L/C Issuers)) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Tranche 2 Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary and any drawings thereunderpursuant to this Section 2.03; provided that after giving effect no L/C Issuer shall have any obligation to (x) issue trade or commercial (as opposed to standby) Letters of Credit without its consent or (y) make any L/C Credit Extension in an amount in excess of its Applicable Percentage of the Letter of Credit Sublimit (it being understood and agreed that any L/C Issuer may issue Letters of Credit in excess of such amount in its sole discretion upon request of the Borrower); provided further that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (Ix) the Tranche 2 Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment occurring prior to the expiration of all such Letters of Credit), and or (IIy) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not would exceed the L/C Sublimit. Each request by Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.13, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally [***] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Aggregate Commitments, (y) the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Commitment occurring prior to the expiration of all Lender shall not exceed such Letters of Credit)Lender’s Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Revolving Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Aggregate Revolving Commitments, (y) the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Commitment occurring prior to the expiration of all Lender shall not exceed such Letters of Credit)Lender’s Revolving Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 other Revolving Credit Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from after the Closing Date (other than Letters of Credit issued to back-stop Existing Letter of Credit not to exceed $27.0 million) until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower (x) Borrower or provided that any Letter of Credit may be for the benefit of any Subsidiary or (yof the Borrower) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiary, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Tranche 2 Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary and any drawings thereunderpursuant to this Section 2.03; provided that after giving effect no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (Ix) the Tranche 2 Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment occurring prior to the expiration of all such Letters of Credit), and or (IIy) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not would exceed the L/C Sublimit. Each request by Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Revolving A Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower the Company or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of Borrower the Company or any Subsidiary its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Revolving A Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Aggregate Revolving A Commitments, (y) the expiration of all Letters of Revolving A Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment occurring prior to the expiration of all such Letters of Credit), and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by Borrower or an L/C Subsidiary the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrowerthe Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter All Existing Letters of Credit is shall be deemed to have been issued hereunderpursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Revolving Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the applicable Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) any Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (bSection 2.03(b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving Lenders severally agree to participate in Letters of Credit issued for the account of any Borrower or any Subsidiary its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Revolving Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Aggregate Revolving Commitments, (y) the expiration of all Letters of Credit outstanding at such time (solely after giving effect to the scheduled maturity Revolving Exposure of any Revolving Lender shall not exceed such Lender’s Revolving Commitment occurring prior to the expiration of all such Letters of Credit), and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the Letter of Credit Sublimit; and provided further that no Letter of Credit denominated in any Alternative Currency may be issued by any L/C SublimitIssuer other than Bank of America, through itself or through one of its designated Affiliates or branch offices, in its capacity as such. Each request by a Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedreimbursed in accordance with the terms hereof. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter All Existing Letters of Credit is shall be deemed to have been issued hereunderpursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the applicable L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Revolving Lenders set forth in this Section 2.20Section, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Revolving Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Aggregate Revolving Commitments, (y) the expiration of all Letters of Credit outstanding at such time (solely after giving effect to the scheduled maturity Revolving Exposure of any Commitment occurring prior to the expiration of all Revolving Lender shall not exceed such Letters of Credit)Lender’s Revolving Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter All Existing Letters of Credit is shall be deemed to have been issued hereunderpursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer severally agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) a Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Restricted Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of CreditCredit issued by it; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of a Borrower or any Restricted Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Revolving Credit Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Aggregate Commitments, (y) the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Commitment occurring prior to the expiration of all Lender shall not exceed such Letters of Credit)Lender’s Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by a Borrower or an L/C Subsidiary for the issuance issuance, increase, extension, or amendment of a Letter of Credit shall be deemed to be a representation by such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Revolving Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) any Revolving Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving Lenders severally agree to participate in Letters of Credit issued for the account of any Revolving Borrower or any Subsidiary its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, (y) the aggregate amount Outstanding Amount of Tranche 2 Commitments that would be in effect at the Revolving Credit Loans of any time prior to Lender, plus such Lender’s Applicable Revolving Percentage of the expiration Outstanding Amount of all Letters L/C Obligations, plus such Lender’s Applicable Revolving Percentage of Credit outstanding at such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration Outstanding Amount of all Swing Line Loans shall not exceed such Letters of Credit)Lender’s Revolving Credit Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by a Revolving Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, limits and subject to the terms and conditions hereof, Borrower’s the Revolving Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower the Revolving Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter All Existing Letters of Credit is shall be deemed to have been issued hereunderpursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.20Section, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Aggregate Commitments, (y) the expiration of all Letters of Credit outstanding at such time (solely after giving effect to the scheduled maturity Revolving Exposure of any Commitment occurring prior to the expiration of all Lender shall not exceed such Letters of Credit)Lender’s Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 other Revolving Credit Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower (x) Borrower or provided that any Letter of Credit may be for the benefit of any Subsidiary or (yof the Borrower) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiary, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Tranche 2 Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary and any drawings thereunderpursuant to this Section 2.03; provided that after giving effect no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension and after giving effect thereto, (Ix) the Tranche 2 Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Total Outstandings shall not would exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding Line Cap at such time or (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not would exceed the L/C Sublimit. Each request by Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Revolving Credit Lenders set forth in this Section 2.202.03 (including under Section 2.03 of the Original Credit Agreement and Section 2.03 of this Agreement as in effect immediately prior to the Amendment No. 2 Effective Date), (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryand its Subsidiaries, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; , and (B) the Tranche 2 Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary and any drawings thereunderunder this Agreement; provided that (a) after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (I) the Tranche 2 Total Revolving Credit Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would Revolving Credit Facility, and (b) no L/C Issuer shall be in effect at obligated to make any time prior L/C Credit Extension with respect to the expiration of all Letters any Letter of Credit outstanding at such time (solely and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if after giving effect to such L/C Credit Extension, (x) the scheduled maturity Revolving Credit Exposure of any Revolving Credit Lender would exceed such Revolving Credit Lender’s Revolving Credit Commitment occurring prior to the expiration of all such Letters of Credit), and or (IIy) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not would exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements For the avoidance of Law (including “know your customer” requirements) with respect doubt, on the Closing Date, there is no commitment to all customers of Borrower or any Subsidiary for whose account a Letter issue Letters of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer Agent agrees, in reliance upon the agreements of the Tranche 2 other Lenders set forth in this Section 2.20, 2.03: (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiary, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary and any drawings thereunderSubsidiary; provided that after giving effect Agent shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of such L/C Credit Extension, (Ix) the Tranche 2 Total Revolving Outstandings shall not would exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time Aggregate Revolving Commitments, (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), and (IIy) the aggregate Dollar Equivalent Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Revolving Obligations shall not would exceed such Lender’s Revolving Commitment, or (z) the Outstanding Amount of the L/C Sublimit. Each request by Borrower or an L/C Subsidiary for Obligations would exceed the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Each Existing Letter of Credit is shall be deemed to have been issued hereunderpursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate amount Outstanding Amount of Tranche 2 Commitments that would be in effect at the Loans of any time prior to Lender, plus such Lender’s Applicable Percentage of the expiration Outstanding Amount of all Letters of Credit outstanding at L/C Obligations and Swingline Obligations shall not exceed such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit)Lender’s Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.3, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter end of Credit Expiration Date, the Availability Period to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any a Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiarythereof, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Iw) the Tranche 2 Total Revolving Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time Aggregate Revolving Commitment, (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), and (IIx) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the lesser of the Aggregate Revolving Commitment and the L/C Sublimit, and (y) no Lender’s Revolving Exposure shall exceed such Lender’s Revolving Commitment. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter All Existing Letters of Credit is shall be deemed to have been issued hereunderpursuant hereto, and from and after the date hereof shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) Availability shall equal or exceed zero ($0), (y) the Tranche 2 Outstandings Revolving Credit Exposure of any Lender shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit)Lender’s Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer severally agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) a Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Restricted Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of CreditCredit issued by it; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of a Borrower or any Restricted Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Revolving Credit Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Aggregate Commitments, (y) the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Commitment occurring prior to the expiration of all Lender shall not exceed such Letters of Credit)Xxxxxx’s Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by a Borrower or an L/C Subsidiary for the issuance issuance, increase, extension, or amendment of a Letter of Credit shall be deemed to be a representation by such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiary4310184v5 Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Outstandings shall amount set forth in Section 2.01(a) will not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), exceeded and (IIy) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter All Letters of Credit is issued hereunderhereunder shall be denominated in Dollars.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.20Section, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits domestic Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Revolving Facility, (y) the expiration of all Letters of Credit outstanding at such time (solely after giving effect to the scheduled maturity Revolving Exposure of any Commitment occurring prior to the expiration of all Lender shall not exceed such Letters of Credit)Lender’s Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Revolving Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower the Parent or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving Lenders severally agree to participate in Letters of Credit issued for the account of Borrower the Parent or any Subsidiary of its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Revolving Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Aggregate Revolving Commitments, (y) the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Revolving Lender shall not exceed such Revolving Lender’s Revolving Commitment occurring prior to the expiration of all such Letters of Credit), and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary Representative for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower the Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents Furthermore, each Revolving Lender acknowledges and confirms that it or its applicable Subsidiary has complied with all applicable requirements a participation interest in the liability of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter the L/C Issuer under the Existing Letters of Credit is in a percentage equal to its Applicable Revolving Percentage. All Existing Letters of Credit shall be deemed to have been issued hereunderpursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof; and the Borrowers’ reimbursement obligations in respect of the Existing Letters of Credit, and each Revolving Lender’s obligations in connection therewith, shall be governed by the terms of this Agreement.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Parent Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.3(b), and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Parent Borrower or any Subsidiary its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time Line Cap, (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), and (IIy) the aggregate Dollar Equivalent Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Parent Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Parent Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter All Existing Letters of Credit is shall be deemed to have been issued hereunderpursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryConsolidated Party, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary Consolidated Party and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Outstandings Revolving Credit Exposure of any Lender shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit)Xxxxxx’s Commitment, and (IIy) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agreesmay, in its sole discretion and in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) as specified by the Borrower in the case request for such Letter of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryCredit), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agree to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Iw) the Tranche 2 Total Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Aggregate Commitments, (x) the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Commitment occurring prior to the expiration of all Lender shall not exceed such Letters of Credit)Lender’s Commitment, and (IIy) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the aggregate amount of the outstanding Letters of Credit issued by such L/C SublimitIssuer shall not exceed such L/C Issuer’s L/C Commitment. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Revolving Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time Aggregate Revolving Commitments, (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), and (IIy) the aggregate Dollar Equivalent Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Revolving Commitment Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer Issuing Lender agrees, in reliance upon the agreements of the Tranche 2 other Lenders set forth in this Section 2.202.2, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary and any drawings thereunderthe Borrower; provided that after giving effect the Issuing Lender shall not be obligated to make any LOC Credit Extension with respect to any Letter of Credit, (I) the Tranche 2 Outstandings and no Lender shall not exceed the aggregate amount of Tranche 2 Commitments that would be obligated to participate in effect at any time prior to the expiration of all Letters Letter of Credit outstanding at such time (solely if as of the date of and after giving effect to such LOC Credit Extension, (x) the scheduled maturity LOC Obligations outstanding exceed the LOC Committed Amount or (y) the Total Outstandings exceed the lesser of any Commitment occurring prior to (A) the expiration of all such Letters of Credit), Revolving Committed Amount and (IIB) the aggregate Dollar Equivalent of all L/C Obligations shall not exceed the L/C Sublimit. Each request by Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceBorrowing Base. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer each Issuing Bank agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.05, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of a Borrower (x) or the account of a Borrower or any Subsidiary or (y) in the case on behalf of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Subsidiaries), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of a Borrower or any Subsidiary its Subsidiaries and any drawings thereunder; provided that after giving effect to any Credit Extension with respect to issuance, amendment or extension of any Letter of Credit, (Iw) the Tranche 2 Outstandings LC Exposure of each Issuing Bank shall not exceed such Issuing Bank’s LC Commitment, (x) the aggregate Revolving Credit Exposures shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Commitments, (y) the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Commitment occurring prior to the expiration of all Lender shall not exceed such Letters of Credit)Lender’s Commitment, and (IIz) the aggregate Dollar Equivalent of all L/C Obligations LC Exposure shall not exceed the L/C Letter of Credit Sublimit. Each request by a Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by such Borrower that the Credit Extension so such requested action complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 other Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit L/C Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryBorrowers, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary the Borrowers and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time Revolving Loan Commitments, (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), and (IIy) the aggregate Dollar Equivalent Outstanding Amount of the Revolving Loans of any Lender, plus, without duplication, such Lender’s Revolving Loan Applicable Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Revolving Loan Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not exceed the L/C Sublimit. Each request by Borrower or an L/C Subsidiary the Borrowers for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower the Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 other Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit L/C Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time Borrowing Base, (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), and (IIy) the aggregate Dollar Equivalent Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not exceed the L/C Sublimit. Each request by Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer severally agrees, in reliance upon the agreements of the Tranche 2 Revolving Loan Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving Loan Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Revolving Outstandings shall not exceed the Aggregate Revolving Loan Commitments, (y) the aggregate amount Outstanding Amount of Tranche 2 Commitments that would be in effect at the Revolving Loans of any time prior to Revolving Loan Lender, plus such Revolving Loan Lender’s Applicable Revolving Loan Percentage of the expiration Outstanding Amount of all Letters L/C Obligations, plus such Revolving Loan Lender’s Applicable Revolving Loan Percentage of Credit outstanding at such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration Outstanding Amount of all Swing Line Loans shall not exceed such Letters of Credit)Revolving Loan Lender’s Revolving Loan Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter All Existing Letters of Credit is shall be deemed to have been issued hereunderpursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.20§2.9, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Outstandings aggregate Credit Exposures of all Lenders shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Maximum Credit Amount, (y) the expiration of all Letters of Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Commitment occurring prior to the expiration of all Lender shall not exceed such Letters of Credit)Lender’s Commitment, and (IIz) the aggregate Dollar Equivalent outstanding amount of all L/C the Letter of Credit Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit 2076882.7 shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Revolving Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit L/C Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Revolving Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Aggregate Commitments, or (y) Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Commitment occurring prior to the expiration of all such Letters of Credit), and (II) the aggregate Dollar Equivalent of all L/C Obligations Lender shall not exceed the L/C Sublimitsuch Revolving Lender's Revolving Commitment. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter All Existing Letters of Credit is shall be deemed to have been issued hereunderpursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Revolving Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower the Parent Company or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving Lenders severally agree to participate in Letters of Credit issued for the account of Borrower the Parent Company or any Subsidiary of its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Iw) the Tranche 2 Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (x) the aggregate Revolving Exposure of any Revolving Lender shall not exceed such Xxxxxx’x Revolving Commitment, (y) the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all outstanding Letters of Credit outstanding at such time (solely after giving effect to issued by the scheduled maturity of any Commitment occurring prior to L/C Issuer shall not exceed the expiration of all such Letters of Credit)L/C Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by any Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s the applicable Xxxxxxxx’x ability to obtain Letters of Credit shall be fully revolving, and accordingly such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements All Existing Letters of Law Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (including “know your customer” requirementsii) with respect to all customers of Borrower or The L/C Issuer shall not issue any Subsidiary for whose account a Letter of Credit is issued hereunder.if: (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Revolving Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date. (iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Revolving Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of any Borrower (x) Borrower or provided that any Subsidiary or (y) in the case of commercial Letters Canadian Letter of Credit only, may only be for the benefit of any customer of Borrower Canadian Loan Party or any Subsidiarythe Foreign Borrower), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (bSection 2.03(b) below, and (2) to honor drawings under the Letters of Credit; and , (B) the Tranche 2 Lenders each Revolving Domestic Lender severally agree agrees to participate in Domestic Letters of Credit issued for the account of Borrower or any Subsidiary and any drawings thereunder; provided that that, after giving effect to any L/C Credit Extension with respect to any Domestic Letter of Credit, (Ithe provisions of Section 2.01(a) the Tranche 2 Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be have been breached, and (C) each Canadian Lender severally agrees to participate in effect at any time prior to the expiration of all Canadian Letters of Credit outstanding at such time (solely and any drawings thereunder; provided that, after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), and (II) the aggregate Dollar Equivalent of all Canadian L/C Obligations Credit Extension, the provisions of Section 2.01(a) shall not exceed the L/C Sublimithave been breached. Each request by a Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower all Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements Any L/C Issuer (other than Bank of Law (including “know your customer” requirements) with respect to all customers of Borrower America or any Subsidiary for whose account a Letter of its branches or Affiliates) shall notify the applicable Agent in writing on each Business Day of all Letters of Credit is issued hereunder.on the prior Business Day by such L/C Issuer, provided that

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 other Revolving Credit Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from and including the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit Credit, to a Borrower at sight denominated in Dollars or in one or more Alternative Currencies an Available Currency for the account of a Loan Party (x) Borrower or provided that any Letter of Credit may be for the benefit of any Subsidiary of a Loan Party or (ymay be issued for the joint and several account of a Loan Party and/or any of their Subsidiaries, in each case to the extent otherwise permitted by this Agreement) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiary, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Tranche 2 Participating Revolving Credit Lenders severally agree to participate in Letters of Credit issued (but shall not, for the account avoidance of Borrower or any Subsidiary and any drawings thereunderdoubt, participate in Alternative Letters of Credit) issued pursuant to this Section 2.03; provided that after giving effect no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (Ix) the Tranche 2 Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Participating Revolving Credit Lender would exceed such Lender’s Participating Revolving Credit Commitment occurring prior to the expiration of all such Letters of Credit), and or (IIy) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not in respect of Letters of Credit would exceed the L/C Sublimit. Each request by Borrower or an L/C Subsidiary for the issuance or amendment of a applicable Letter of Credit shall be deemed to be a representation by Borrower that the Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, a Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly a Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit — BA Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower the Company or any U.S. Subsidiary, or for the account of the Company or any U.S. Subsidiary or (y) in for the case benefit of commercial Letters of Credit only, any customer of Borrower or any Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit, and (3) with respect to Acceptance Credits, to create Bankers’ Acceptances in accordance with the terms thereof and hereof; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit and Bankers’ Acceptances issued for the account of Borrower the Company or any U.S. Subsidiary, or for the account of the Company or any U.S. Subsidiary for the benefit of any Subsidiary, and any drawings thereunder; provided that the L/C Issuer shall not be obligated to make any L/C — BA Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if (A) after giving effect to any L/C — BA Credit Extension with respect to any Letter of Credit, (Iw) the Tranche 2 Total Outstandings shall not exceed the aggregate amount lesser of Tranche 2 the Aggregate Commitments that would be in effect at any time prior to and the expiration of all Letters of Credit outstanding at such time Borrowing Base (solely after without giving effect to the scheduled maturity L/C Reserve for purposes of this calculation), (x) no Overadvance exists, (y) the Revolving Credit Exposure of any Commitment occurring prior to the expiration of all Lender shall not exceed such Letters of Credit)Lender’s Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C — BA Obligations shall not exceed the L/C SublimitLetter of Credit — BA Sublimit or (B) as to Acceptance Credits, the Bankers’ Acceptance created or to be created thereunder shall not be an eligible bankers’ acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. § 372). Each request by Borrower or an L/C Subsidiary the Company for the issuance or amendment of a Letter of Credit or Bankers’ Acceptance shall be deemed to be a representation by Borrower the Company that the L/C — BA Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrowerthe Company’s ability to obtain Letters of Credit and Bankers’ Acceptances shall be fully revolving, and accordingly Borrower the Company may, during the foregoing period, obtain Letters of Credit or Bankers’ Acceptances to replace Letters of Credit or Bankers’ Acceptances, as applicable, that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter All Existing Letters of Credit is shall be deemed to have been issued hereunderpursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) i.Subject to the terms and conditions set forth herein, (A) the L/C Letter of Credit Issuer agrees, in reliance upon the agreements of the Tranche 2 Revolving Credit Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the earlier to occur of the Letter of Credit Expiration DateDate or the termination of the Availability Period, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies at the request of the Borrower Agent for the account of (x) a Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Tranche 2 Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of a Borrower or any Subsidiary and any drawings thereunder; provided that after giving effect the Letter of Credit Issuer shall not be obligated to make any Letter of Credit Extension with respect to any Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit, if as of the date of such Letter of Credit Extension, (IA) the Tranche 2 Total Revolving Credit Outstandings shall not would exceed the aggregate amount Maximum Borrowing Amount, (B) the Revolving Credit Exposure of Tranche 2 Commitments that any Revolving Credit Lender would be in effect at any time prior to exceed such Revolving Credit Lender’s Revolving Credit Commitment, or (C) the expiration Outstanding Amount of all Letters Letter of Credit outstanding at such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), and (II) the aggregate Dollar Equivalent of all L/C Obligations shall not would exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary Agent for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Agent that the Letter of Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.20Section, (1) from time to time on any Business Day during the period from the Closing Date until thirty (30) days prior to the Letter of Credit Expiration Maturity Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower (x) or at the request of the Borrower or any Subsidiary or (y) as specified in the case of commercial Letters applicable Letter of Credit onlyApplication, any customer of Borrower or any Subsidiaryother Loan Party), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary other Loan Party, as applicable, and any drawings thereunderthereunder in an amount up to their respective Applicable Percentage of such Letter of Credit; provided that that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the aggregate amount lesser of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time Facility and the Borrowing Base, (solely after giving effect to y) the scheduled maturity Revolving Exposure of any Commitment occurring prior to the expiration of all Lender shall not exceed such Letters of Credit)Xxxxxx’s Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents Each Existing Letter of Credit is deemed to be a Letter of Credit issued hereunder for all purposes of this Agreement and the other Loan Documents. (ii) The L/C Issuer shall not issue any Letter of Credit if: (A) the initial expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance, unless the Required Lenders have approved such expiry date; or (B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date; in each case, provided, however, that it or its applicable Subsidiary has complied with all applicable requirements any Letter of Law Credit may provide for renewal thereof for additional periods of up to twelve (including “know your customer” requirements12) with respect months (which in no event shall extend beyond the date referred to all customers in clause (B) above). (iii) Any issuance of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.subject to satisfaction of the conditions set forth in Section 4.02, and the L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Revolving Credit Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing RestatementAmendment No. 3 Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies Canadian Dollars for the account of (x) the Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Revolving Credit Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Aggregate Revolving Credit Commitments, (y) the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Commitment occurring prior to the expiration of all Lender shall not exceed such Letters of Credit)Lender’s Revolving Credit Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter All Existing Letters of Credit is shall be deemed to have been issued hereunderpursuant hereto, and from and after the RestatementAmendment No. 3 Effective Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Revolving Facility Lenders set forth in this Section 2.202.05, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) any Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Subsidiaries, and to amend or (solely in the case of standby Letters of Credit) extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving Facility Lenders severally and not jointly agree to participate in Letters of Credit issued for the account of any Borrower or any Subsidiary its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Outstandings Revolving Facility Credit Exposure shall not exceed the aggregate amount lesser of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding Revolving Loan Limit and the Borrowing Base at such time time, (solely after giving effect to y) the scheduled maturity Revolving Facility Credit Exposure of any Commitment occurring prior to the expiration of all Lender shall not exceed such Letters of Credit)Xxxxxx’s Revolving Facility Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by a Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Anything contained herein to the contrary notwithstanding, each L/C Issuer may, but shall not be obligated to, issue a Letter of Credit that supports an obligation of a Borrower in respect of (x) a lease of real property or (y) an employment contract. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements As of Law the Closing Date, the Existing Letters of Credit shall be deemed to have been issued under (including “know your customer” requirementsand shall be governed by the terms of) this Agreement. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.05(b)(iii), the expiry date of the requested Letter of Credit would occur, (1) with respect to all customers of Borrower or any Subsidiary for whose account a each standby Letter of Credit is issued hereunder.Credit, more than twelve months after the date of issuance or last extension or, (2) with respect to each commercial Letter of Credit, more than 180 days after the date of issuance, unless, in each case, the Required Lenders have approved such expiry date; or

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Revolving Lenders set forth in this Section 2.20Section, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Restricted Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary its Restricted Subsidiaries and any drawings thereunder; provided that provided, that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Revolving Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Revolving Facility, (y) the expiration of all Letters of Credit outstanding at such time (solely after giving effect to the scheduled maturity Revolving Exposure of any Commitment occurring prior to the expiration of all Revolving Lender shall not exceed such Letters of Credit)Lender’s Revolving Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided, further, that, after giving effect to all L/C SublimitCredit Extensions, the aggregate Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter All Existing Letters of Credit is shall be deemed to have been issued hereunderpursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 other Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit L/C Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time Borrowing Base, (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), and (IIy) the aggregate Dollar Equivalent Outstanding Amount of the Committed Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not exceed the L/C Sublimit. Each request by Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 other Revolving Credit Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the earlier of the Letter of Credit Expiration DateDate and the date of the termination of the Revolving Credit Commitments, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies on a sight basis for the account of the Borrower (x) Borrower or provided, that any Letter of Credit may be for the benefit of any Subsidiary or (y) in of the case of commercial Letters Borrower; provided, further, to the extent that any such Subsidiary is not a Loan Party, such Letter of Credit only, any customer of Borrower or any Subsidiary, shall be deemed an Investment in such Subsidiary and shall only be issued so long as it is permitted under Section 7.02) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; , and (B) the Tranche 2 Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary and any drawings thereunderpursuant to this Section 2.03; provided that after giving effect no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (Ix) the Tranche 2 Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment occurring prior to the expiration of all such Letters of Credit), and or (IIy) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not would exceed the L/C Sublimit. Each request by Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer each Issuing Bank agrees, in reliance upon the agreements of the Tranche 2 Revolving Credit Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies (x) letters of credit (in the applicable amount set forth opposite its name on Schedule 2.01, subject to the Letter of Credit Sublimit) provided to the Collateral Agent to satisfy the then-current Debt Service Reserve Account Required Balance on behalf of Borrower in the form provided in Exhibit U (each such letter of credit, a “Reserve Letter of Credit”), and (y) standby letters of credit providing for the payment of cash upon the honoring of a presentation thereunder (in the applicable amount set forth opposite its name on Schedule 2.01, subject to the Letter of Credit Sublimit) for the account of (x) the Borrower or any Subsidiary or its Subsidiaries (y) in the case each such letter of commercial Letters credit, a “Project Letter of Credit only, any customer of Borrower or any SubsidiaryCredit”), and in each case to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of CreditExtension, (Ix) the Tranche 2 Total Revolving Credit Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Revolving Credit Commitment, (y) the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Commitment occurring prior to the expiration of all Lender shall not exceed such Letters of Credit)Lender’s Revolving Credit Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders Lender set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit L/C Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree Lender agrees to participate in Letters of Credit issued for the account of Borrower or any Subsidiary its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time Commitment, or (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), and (IIy) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Sublimit. Each request by Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary for the account of the Borrower and one or (y) in the case more of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary for the account of the Borrower and one or more of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit)Aggregate Commitments, and (IIy) the aggregate Dollar Equivalent Revolving Credit Exposure of all L/C Obligations any Lender shall not exceed the L/C Sublimitsuch Lender’s Commitment. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryBorrowers, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (bSection 2.03(b) below, and (2) to honor drawings under the Letters of Credit; , and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary the Borrowers and any drawings thereunder; provided that that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the Loan Cap, (y) the aggregate amount Outstanding Amount of Tranche 2 Commitments that would be in effect at the Committed Loans of any time prior to Lender, plus such Lender’s Applicable Percentage of the expiration Outstanding Amount of all Letters L/C Obligations, plus such Lender’s Applicable Percentage of Credit outstanding at such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration Outstanding Amount of all Swing Line Loans shall not exceed such Letters of Credit)Lender’s Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Lead Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower the Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or (or, in one or more accordance with Section 1.09, an Alternative Currencies L/C Currency) for the account of (x) Borrower the U.S. Borrowers or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiarytheir Subsidiaries, and to amend or extend Letters of Credit denominated in Dollars (or an Alternative L/C Currency) previously issued by it, in accordance with subsection Section 2.03(b), (b2) belowfrom time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Euros or Pounds (or, in accordance with Section 1.09, an Alternative L/C Sotheby’s Amended and Restated Credit Agreement Currency) for the account of the U.K. Borrowers or their Subsidiaries, and to amend Letters of Credit denominated in Euros or Pounds (or an Alternative L/C Currency) previously issued by it in accordance with Section 2.03(b), and (23) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of Borrower the Borrowers or any Subsidiary their Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Iw) the Tranche 2 Total Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time Facility, (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), and (IIx) the aggregate Dollar Equivalent Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Foreign Currency Revolving Credit Loans, plus the Outstanding Amount of all L/C Obligations in respect of Letters of Credit denominated in Foreign Currencies, plus the aggregate Outstanding Amount of the U.K. Swing Line Loans shall not exceed the Foreign Currency Sublimit. Each request by a Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each Committed L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 other Lenders set forth in this Section 2.202.15, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower (x) or, so long as the Borrower or is the primary obligor and signatory to the Letter of Credit Application, for the account of any Subsidiary or (yof the Borrower) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiary, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.15(b), and (2) to honor drawings drafts under the Letters of Credit, (B) any Discretionary L/C Issuer may, in its sole discretion (but without any commitment to do so) and in reliance upon the agreements of the other Lenders set forth in this Section 2.15, (1) from time to time on any Business Day during the period from the Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower (or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Application, for the account of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.15(b), and (2) to honor drafts under the Letters of Credit; and (BC) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and Subsidiary; provided, that no Committed L/C Issuer shall be obligated to make any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (I) the Tranche 2 Outstandings no Discretionary L/C Issuer shall not exceed the aggregate amount be permitted to make any L/C Credit Extension with respect to any Letter of Tranche 2 Commitments that would Credit, and no Lender shall be obligated to participate in effect at any time prior to the expiration of all Letters Letter of Credit outstanding at if as of the date of such time (solely L/C Credit Extension or after giving effect to thereto, (w) the scheduled maturity Total Outstandings would exceed the Aggregate Commitments, (x) the Revolving Credit Exposure of any Commitment occurring prior to the expiration of all Lender would exceed such Letters of Credit)Xxxxxx’s Commitment, and (IIy) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not would exceed the Letter of Credit Sublimit or (z) solely in the case any L/C Sublimit. Each request Credit Extension by Borrower or an a Committed L/C Subsidiary for Issuer, the issuance or amendment aggregate available amount of a Letter the Letters of Credit shall be deemed to be a representation issued by Borrower that the Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentencesuch Committed L/C Issuer would exceed such Committed L/C Issuer’s L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Revolving Credit Lenders set forth in this Section 2.202.03 (including under Section 2.03 of the Original Credit Agreement and Section 2.03 of this Agreement as in effect immediately prior to the Fifth Amendment Effective Date), (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryand its Subsidiaries, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; , and (B) the Tranche 2 Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary and any drawings thereunderunder this Agreement; provided that (a) after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (I) the Tranche 2 Total Revolving Credit Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would Revolving Credit Facility, and (b) no L/C Issuer shall be in effect at obligated to make any time prior L/C Credit Extension with respect to the expiration of all Letters any Letter of Credit outstanding at such time (solely and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if after giving effect to such L/C Credit Extension, (x) the scheduled maturity Revolving Credit Exposure of any Revolving Credit Lender would exceed such Revolving Credit Lender’s Revolving Credit Commitment occurring prior to the expiration of all such Letters of Credit), and or (IIy) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not would exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with From and after the Third Amendment Effective Date, the Tribune Existing Letters of Credit shall be deemed to be issued under this Agreement and the terms of this Section 2.03 shall apply to the Tribune Existing Letters of Credit in all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a respects. From and after the Fifth Amendment Effective Date, the JPM Letter of Credit is shall be deemed to be issued hereunderunder this Agreement and the terms of this Section 2.03 shall apply to the JPM Letter of Credit in all respects.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.2, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of any Borrower or any Subsidiary and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Outstandings Revolving Credit Exposure of all Lenders shall not exceed the aggregate amount of Tranche 2 Commitments that would be Line Cap in effect at any time prior to such time, (y) the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Commitment occurring prior to the expiration of all Lender shall not exceed such Letters of Credit)Lender’s Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary Representative for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon (among other things) the agreements of the Tranche 2 other Revolving Credit Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until 30 days prior to the Letter of Initial Revolving Credit Expiration DateMaturity Date (or, if such day is not a Business Day, the next preceding Business Day), to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryeach Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of each Borrower or any Subsidiary and any drawings thereunderof its Wholly-Owned Restricted Subsidiaries on a pro rata basis in accordance with their respective Pro Rata Share of the Total Revolving Credit Commitments; provided that that, on the Closing Date, the aggregate amount of any Existing Letters of Credit shall be reallocated among the Revolving Credit Lenders so that, after giving effect thereto, the Revolving Credit Lenders shall share ratably participations in such Letters of Credit in accordance with their Pro Rata Share of the Revolving Credit Commitment (after giving effect to any L/C Credit Extension and expiration of any Letter of Credit on the Closing Date); provided, further, that any Letter of Credit issued on behalf of any Restricted Subsidiary of ESI shall be issued naming ESI as the account party on any such Letter of Credit, but such Letter of Credit may contain a statement that it is being issued for the benefit of such Restricted Subsidiary; provided, further, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if, as of the date of such L/C Credit Extension, (Iw) the Tranche 2 Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would available to be in effect at any time prior to the expiration of all drawn under Letters of Credit outstanding at issued by such time L/C Issuer would exceed such L/C Issuer’s Pro Rata Share of the Letter of Credit Sublimit, (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), and (IIx) the aggregate Dollar Equivalent Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations shall not would exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Total Outstandings would exceed the Total Revolving Credit Commitments or (z) the Outstanding Amount of all L/C Obligations would exceed the Letter of Credit Sublimit. Each request by a Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by a Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso to in the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.and

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Incremental Revolving Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing SecondSeventh Amendment Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Restricted Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Incremental Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Revolving Credit Outstandings shall not exceed the aggregate amount of Tranche 2 Incremental Revolving Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), and (IIy) the aggregate Dollar Equivalent Outstanding Amount of the Incremental Revolving Loans of any Lender, plus such Incremental Revolving Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed the L/C Sublimitsuch Incremental Revolving Lender’s Incremental Revolving Commitment. Each request by the Borrower or an L/C any Restricted Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything herein to the contrary, (A) the Administrative Agent and Xxxxxxx Xxxxx Bank USA shall not be required to issue commercial Letters of Credit and (B) Credit Suisse AG and Deutsche Bank AG New York Branch shall not be required to issue commercial Letters of Credit or Bank Guarantees. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations and shall be governed and subject to the terms and conditions hereof. At the election of the Borrower represents that it and the applicable L/C Issuer, and subject to the approval (not to be unreasonably withheld or its applicable Subsidiary has complied with all applicable requirements delayed) of Law (including “know your customer” requirements) with respect the Administrative Agent, any letters of credit issued by an L/C Issuer under the Existing Securitization Facility may be deemed to all customers of Borrower or any Subsidiary for whose account be a Letter of Credit is issued hereunderfor all purposes under this Agreement (and, for the avoidance of doubt, shall not be treated as outstanding under the Existing Securitization Facility upon such election and approval).

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agreesAdministrative Agent, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) shall endeavor to cause the L/C Issuer from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryBorrowers, and to amend or extend Letters of Credit previously issued by itthe L/C Issuer, in accordance with subsection (bSection 2.03(b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary the Borrowers and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the Loan Cap, (y) the aggregate amount Outstanding Amount of Tranche 2 Commitments that would be in effect at the Committed Loans of any time prior to Lender, plus such Lender’s Applicable Percentage of the expiration Outstanding Amount of all Letters L/C Obligations, plus such Lender’s Applicable Percentage of Credit outstanding at such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration Outstanding Amount of all Swing Line Loans shall not exceed such Letters of Credit)Lender’s Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Lead Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower the Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law Any L/C Issuer (including “know your customer” requirements) with respect to all customers of Borrower other than Wxxxx Fargo Bank or any Subsidiary for whose account a Letter of its Affiliates) shall notify the Administrative Agent in writing on each Business Day of all Letters of Credit is issued hereunderon the prior Business Day by such L/C Issuer. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each Issuing Bank (except the Existing L/C Issuer Issuer) agrees, in reliance upon the agreements of the Tranche 2 other Revolving Credit Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from and including the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Alternative Currencies for the account of the applicable Borrower (x) Borrower or provided that any Letter of Credit may be for the benefit of any Subsidiary or (y) in of any Borrower and may be issued for the case joint and several account of commercial Letters any Borrower and a Restricted Subsidiary to the extent otherwise permitted by this Agreement; provided further that to the extent any such Subsidiary is a non-Credit Party, such Letter of Credit only, any customer of Borrower or any Subsidiary, shall be deemed an Investment in such Subsidiary and shall only be issued so long as such Investment is permitted hereunder) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Tranche 2 Participating Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary and any drawings thereunderpursuant to this Section 2.03; provided that after giving effect no Issuing Bank shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, if as of the date of such L/C Credit Extension (Ix) the Tranche 2 Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time (solely after giving effect to the scheduled maturity Revolving Exposure of any Participating Revolving Credit Lender would exceed such Lender’s Participating Revolving Credit Commitment occurring prior to the expiration of all such Letters of Credit), and or (IIy) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not would exceed the L/C Sublimit. Each request by Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter All Existing Letters of Credit is shall be deemed to be issued hereunderhereunder and shall constitute Letters of Credit subject to the terms hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Revolving A Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary its Subsidiaries pursuant to this Section 2.03 and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Iv) the Tranche 2 Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (w) the aggregate amount Revolving A Credit Exposure of Tranche 2 Commitments that would be in effect at any time prior to Lender shall not exceed such Lender’s Revolving A Commitment, (x) the expiration aggregate Outstanding Amount of all Revolving B Loans and Letters of Credit outstanding at such time (solely after giving effect to denominated in Alternative Currencies shall not exceed the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), Alternative Currency Sublimit and (IIy) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents Furthermore, each Revolving A Lender acknowledges and confirms that it or its applicable Subsidiary has complied with all applicable requirements a participation interest in the liability of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter the L/C Issuer under the Existing Letters of Credit is issued hereunderin a percentage equal to its Applicable Revolving Credit Percentage of the Revolving A Loans. The Borrower’s reimbursement obligations in respect of the Existing Letters of Credit, and each Revolving A Lender’s obligations in connection therewith, shall be governed by the terms of this Agreement.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Revolving Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary under this Agreement and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Revolving Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time Revolving Facility, (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), and (IIy) the aggregate Dollar Equivalent Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies applicable to such L/C Issuer for the account of (x) Borrower the Company or any Subsidiary or of its Subsidiaries (y) in including, without limitation, the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryForeign Borrower), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of Borrower the Company or any Subsidiary its Subsidiaries (including, without limitation, the Foreign Borrower) and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Aggregate Commitments, (y) the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Commitment occurring prior to the expiration of all Lender shall not exceed such Letters of Credit)Lender’s Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by Borrower or an L/C Subsidiary the Company or, as applicable, by the Foreign Borrower, for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s the ability of the Company and the Foreign Borrower to obtain Letters of Credit shall be fully revolving, and accordingly Borrower the Company or, as applicable, the Foreign Borrower, may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter All Existing Letters of Credit is shall be deemed to have been issued hereunderpursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Revolving Credit Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the US Borrower or any Subsidiary and for the account of the European Borrower and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Iw) the Tranche 2 Total Revolving Credit Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Revolving Credit outstanding at such time Facility, (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), and (IIx) the aggregate Dollar Equivalent Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit, and (z) the Total Revolving Credit Outstandings denominated in Euros shall not exceed the European Revolving Loan Value. Each request by a Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower the Borrowers may, during the foregoing periodAvailability Period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 other Revolving Credit Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from and including the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Alternative Currencies an Available Currency for the account of a Borrower (x) Borrower or provided that any Letter of Credit may be for the benefit of any Subsidiary or (yof a Borrower and may be issued for the joint and several account of a Borrower and a Restricted Subsidiary to the extent otherwise permitted by this Agreement) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiary, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Tranche 2 Participating Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary and any drawings thereunderpursuant to this Section 2.03; provided that after giving effect no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (Ix) the Tranche 2 Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Participating Revolving Credit Lender would exceed such Lender’s Participating Revolving Credit Commitment occurring prior to the expiration of all such Letters of Credit), and or (IIy) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not would exceed the L/C Sublimit. Each request by Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, a Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly a Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Revolving Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the earlier to occur of the Letter of Credit Expiration Date or Revolving Credit Termination Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies at the request of Borrower Agent for the account of (x) any Borrower or any Subsidiary or (y) in thereof and for the case benefit of commercial Letters of Credit only, any customer of Borrower or any SubsidiarySubsidiary thereof, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving Lenders severally agree to participate in Letters of Credit issued for the account of any Borrower or any Subsidiary and any drawings thereunder; provided that after giving effect the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter Extension, if as of Creditthe date of such L/C Credit Extension, (I) the Tranche 2 Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), and (IIA) the aggregate Dollar Equivalent Revolving Credit Outstandings of all any Revolving Lender would exceed such Revolving Lender’s Revolving Credit Commitment, (B) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments or (C) the Outstanding Amount of the L/C Obligations shall not would exceed the L/C Letter of Credit Sublimit. Each request by Borrower or an L/C Subsidiary Agent for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower Agent that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limitsAll Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof, Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryBorrowers, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (bSection 2.03(b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary the Borrowers and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the Loan Cap, (y) the aggregate amount Outstanding Amount of Tranche 2 Commitments that would be in effect at the Committed Loans of any time prior to Lender, plus such Lender’s Applicable Percentage of the expiration Outstanding Amount of all Letters L/C Obligations, plus such Lender’s Applicable Percentage of Credit outstanding at such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration Outstanding Amount of all Swing Line Loans shall not exceed such Letters of Credit)Lender’s Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Lead Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower the Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in subsections (x) and (z) of the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 other Revolving Credit Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, Date to issue Letters of Credit at sight denominated in Dollars or in one or more Alternative Currencies any Approved Currency for the account of (x) the Borrower or any Restricted Subsidiary or (y) in of the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiary, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Tranche 2 Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary and any drawings thereunderpursuant to this Section 2.03; provided that after giving effect that, subject to clause (p) below, no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (Ix) the Tranche 2 Outstandings Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided further that (i) the Euros Outstanding shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time Euro Sublimit, (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), and (IIii) the aggregate Dollar Equivalent of all L/C Obligations Sterling Outstanding shall not exceed the L/C Sterling Sublimit and (iii) the Yen Outstanding shall not exceed the Yen Sublimit. Each request by Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Revolving Lenders set forth in this Section 2.202.03(a)(i), (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) of its domestic Subsidiaries in an aggregate amount not to exceed the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryL/C Issuer’s L/C Commitment, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Revolving Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Revolving Facility, (y) the expiration of all Letters of Credit outstanding at such time (solely after giving effect to the scheduled maturity Revolving Exposure of any Commitment occurring prior to the expiration of all Revolving Lender shall not exceed such Letters of Credit)Lender’s Revolving Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter All Existing Letters of Credit is shall be deemed to have been issued hereunderpursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.20Section, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Aggregate Commitments, (y) the expiration of all Letters of Credit outstanding at such time (solely after giving effect to the scheduled maturity Revolving Exposure of any Commitment occurring prior to the expiration of all Lender shall not exceed such Letters of Credit)Xxxxxx’s Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agreesagrees (subject, in the case of an L/C Issuer other than Bank of America, to any maximum Letter of Credit commitment amount applicable to such L/C Issuer), in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary its Subsidiaries and any drawings thereunder; provided that at no time after giving effect to any L/C Credit Extension with respect to any Letter of Credit, shall (Ix) the Tranche 2 Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior Aggregate Outstanding Credit Exposure with respect to the expiration of all Letters of Credit outstanding at such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), Revolving Loans and (II) the aggregate Dollar Equivalent of all L/C Obligations shall not exceed the Aggregate Commitment, (y) the Outstanding Credit Exposure of any Lender with respect to the Revolving Loans plus the Outstanding Credit Exposure of such Lender with respect to all L/C Obligations exceed such Lender’s Commitment and (z) the outstanding amount of the L/C Obligations exceed the Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.20Section, (1) from time to time on any Business Day during the period from the Closing Date until thirty (30) days prior to the Letter of Credit Expiration Maturity Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower (x) or at the request of the Borrower or any Subsidiary or (y) as specified in the case of commercial Letters applicable Letter of Credit onlyApplication, any customer of Borrower or any Subsidiaryother Loan Party), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary other Loan Party, as applicable, and any drawings thereunderthereunder in an amount up to their respective Applicable Percentage of such Letter of Credit; provided that that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the aggregate amount lesser of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time Facility and the Borrowing Base, (solely after giving effect to y) the scheduled maturity Revolving Exposure of any Commitment occurring prior to the expiration of all Lender shall not exceed such Letters of Credit)Xxxxxx’s Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements Each Existing Letter of Law (including “know your customer” requirements) with respect Credit is deemed to all customers of Borrower or any Subsidiary for whose account be a Letter of Credit is issued hereunderhereunder for all purposes of this Agreement and the other Loan Documents.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 other Revolving Credit Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower (x) Borrower or provided that any Letter of Credit may be for the benefit of any Subsidiary or (yof the Borrower) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiary, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Tranche 2 Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary and any drawings thereunderpursuant to this Section 2.03; provided that after giving effect no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (Ix) the Tranche 2 Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment occurring prior to the expiration of all such Letters of Credit), and or (IIy) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not would exceed the L/C Sublimit. Each request by Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter All Existing Letters of Credit is shall be deemed to be issued hereunderhereunder and shall constitute Letters of Credit subject to the terms hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agreesIssuers agree, in reliance upon the agreements of the Tranche 2 Revolving A Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Initial Funding Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower the Company or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of Borrower the Company or any Subsidiary its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Iw) the Tranche 2 Total Revolving A Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Aggregate Revolving A Commitments, (x) the expiration of all Letters of Revolving A Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Commitment occurring prior to the expiration of all Revolving A Lender shall not exceed such Letters of Credit)Lender’s Revolving A Commitment, and (IIy) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations and all Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Each request by Borrower or an L/C Subsidiary the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrowerthe Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 other Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary and any drawings thereunderthe Borrower; provided that after giving effect to any Credit L/C Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate amount Outstanding Amount of Tranche 2 Commitments that would be in effect at the Loans of any time prior to Lender (other than Swing Line Loans), plus such Lender's Applicable Percentage of the expiration Outstanding Amount of all Letters L/C Obligations, plus such Lender's Applicable Percentage of Credit outstanding at such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration Outstanding Amount of all Swing Line Loans shall not exceed such Letters of Credit)Lender's Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents The L/C Issuer shall not issue any Letter of Credit, if: the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance, unless the Required Lenders have approved such expiry date; or the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date; The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that it the L/C Issuer refrain from, the issuance of letters of credit generally or its applicable Subsidiary has complied with all applicable requirements such Letter of Law (including “know your customer” requirements) Credit in particular or shall impose upon the L/C Issuer with respect to all customers such Letter of Borrower Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any Subsidiary for whose account a unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it; the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $500,000. The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued hereunderby it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term "Administrative Agent" as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of any Borrower (x) Borrower or provided that any Subsidiary or (y) in the case of commercial Letters Canadian Letter of Credit only, may only be for the benefit of any customer of Borrower Canadian Loan Party or any Subsidiarythe Foreign Borrower), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (bSection 2.03(b) below, and (2) to honor drawings under the Letters of Credit; and , (B) the Tranche 2 Lenders each Domestic Lender severally agree agrees to participate in Domestic Letters of Credit issued for the account of Borrower or any Subsidiary and any drawings thereunder; provided that that, after giving effect to any L/C Credit Extension with respect to any Domestic Letter of Credit, (Ithe provisions of Section 2.01(a) the Tranche 2 Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be have been breached, and (C) each Canadian Lender severally agrees to participate in effect at any time prior to the expiration of all Canadian Letters of Credit outstanding at such time (solely and any drawings thereunder; provided that, after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), and (II) the aggregate Dollar Equivalent of all Canadian L/C Obligations Credit Extension, the provisions of Section 2.01(a) shall not exceed the L/C Sublimithave been breached. Each request by a Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower all Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements Any L/C Issuer (other than Bank of Law (including “know your customer” requirements) with respect to all customers of Borrower America or any Subsidiary for whose account a Letter of its branches or Affiliates) shall notify the applicable Agent in writing on each Business Day of all Letters of Credit is issued hereunderon the prior Business Day by such L/C Issuer, provided that (i) until the applicable Agent advises any such L/C Issuer that the provisions of Section 4.02 are not satisfied, or (ii) the aggregate amount of the Letters of Credit issued in any such week exceeds such amount as shall be agreed by the Agents and the L/C Issuer, such L/C Issuer shall be required to so notify the Agents in writing only once each week of the Letters of Credit issued by such L/C Issuer during the immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to be furnished on such day of the week as the Agents and such L/C Issuer may agree. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from and including the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars (or in one or more Alternative Currencies Currencies) for the account of (x) the Borrower or any Subsidiary or (y) as specified by the Borrower in the case request for such Letter of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryCredit), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Iw) the Tranche 2 Outstandings Outstanding Amount of L/C Obligations under Letters of Credit issued by any such L/C Issuer shall not exceed such L/C Issuer’s Letter of Credit Commitment, (x) the total Revolving Credit Exposure of all Lenders shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Aggregate Commitments, (y) the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Commitment occurring prior to the expiration of all Lender shall not exceed such Letters of Credit)Lender’s Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection clause (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Aggregate Commitments, (y) the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Commitment occurring prior to the expiration of all Lender shall not exceed such Letters of Credit)Lender’s Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 other Revolving Credit Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower (x) Borrower or provided that any Letter of Credit may be for the benefit of any Subsidiary or (yof the Borrower) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiary, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Tranche 2 Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary and any drawings thereunderpursuant to this Section 2.03; provided that after giving effect no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (Ix) the Tranche 2 Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment occurring prior to the expiration of all such Letters of Credit), and or (IIy) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not would exceed the L/C Sublimit. Each request by Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 other Revolving Credit Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower (x) Borrower or provided, that any Letter of Credit may be for the benefit of any Subsidiary or (yof the Borrower) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiary, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Tranche 2 Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary and any drawings thereunderpursuant to this Section 2.03; provided that after giving effect no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (Ix) the Tranche 2 Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment occurring prior to the expiration of all such Letters of Credit), and or (IIy) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not would exceed the L/C Sublimit. Each request by Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Revolving Credit Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies applicable to such L/C Issuer for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryPermitted L/C Party, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any Subsidiary Permitted L/C Party and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Iw) the Tranche 2 Total Revolving Credit Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Revolving Credit Facility, (x) the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Commitment occurring prior to the expiration of all Revolving Credit Lender shall not exceed such Letters of Credit)Revolving Credit Lender’s Revolving Credit Commitment, and (IIy) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations in Alternative Currencies shall not exceed the Alternative Currency Sublimit, and (z) the Outstanding Amount of L/C Obligations of any L/C Issuer shall not exceed the L/C SublimitIssuer Sublimit of such L/C Issuer. Each request by the Borrower or an a Permitted L/C Subsidiary Party for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with For the avoidance of doubt, all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter Letters of Credit is outstanding under the Existing Credit Agreement as of the Closing Date shall in each case be deemed to have been Letters of Credit issued hereunderpursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.20Section, (1) from time to time on any Business Day during the period from the Closing Date until thirty (30) days prior to the Letter of Credit Expiration Maturity Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower (x) or at the request of the Borrower or any Subsidiary or (y) as specified in the case of commercial Letters applicable Letter of Credit onlyApplication, any customer of Borrower or any Subsidiaryother Loan Party), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary other Loan Party, as applicable, and any drawings thereunderthereunder in an amount up to their respective Applicable Percentage of such Letter of Credit; provided that that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the aggregate amount lesser of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time Facility and the Borrowing Base, (solely after giving effect to y) the scheduled maturity Revolving Exposure of any Commitment occurring prior to the expiration of all Lender shall not exceed such Letters of Credit)Lender’s Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements Each Existing Letter of Law (including “know your customer” requirements) with respect Credit is deemed to all customers of Borrower or any Subsidiary for whose account be a Letter of Credit is issued hereunderhereunder for all purposes of this Agreement and the other Loan Documents.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon (among other things) the agreements of the Tranche 2 other Revolving Credit Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until 30 days prior to the Letter of Initial Revolving Credit Expiration DateMaturity Date (or, if such day is not a Business Day, the next preceding Business Day), to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryeach Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of each Borrower or any Subsidiary and any drawings thereunderof its Wholly-Owned Restricted Subsidiaries on a pro rata basis in accordance with their respective Pro Rata Share of the Total Revolving Credit Commitments; provided that that, on the Closing Date, the aggregate amount of any Existing Letters of Credit shall be reallocated among the Revolving Credit Lenders so that, after giving effect thereto, the Revolving Credit Lenders shall share ratably participations in such Letters of Credit in accordance with their Pro Rata Share of the Revolving Credit Commitment (after giving effect to any L/C Credit Extension and expiration of any Letter of Credit on the Closing Date); provided, further, that any Letter of Credit issued on behalf of any Restricted Subsidiary of ESI shall be issued naming ESI as the account party on any such Letter of Credit, but such Letter of Credit may contain a statement that it is being issued for the benefit of such Restricted Subsidiary; provided, further, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if, as of the date of such L/C Credit Extension, (Iw) the Tranche 2 Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would available to be in effect at any time prior to the expiration of all drawn under Letters of Credit outstanding at issued by such time L/C Issuer would exceed such L/C Issuer’s Pro Rata Share of the Letter of Credit Sublimit, (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), and (IIx) the aggregate Dollar Equivalent Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations shall not would exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Total Outstandings would exceed the Total Revolving Credit Commitments or (z) the Outstanding Amount of all L/C Obligations would exceed the Letter of Credit Sublimit. Each request by a Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by a Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso to in the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter All Existing Letters of Credit is shall be deemed to have been issued hereunderpursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Existing L/C Issuer shall act as the L/C Issuer in respect of the Existing Letters of Credit; provided that no Existing Letter of Credit shall be renewed by the Existing L/C Issuer but shall be replaced by Citibank as the L/C Issuer upon submission by the Borrower to any L/C Issuer of a request for an issuance of a Letter of Credit (subject to the terms of this Agreement); and (C) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Outstandings shall not exceed the Maximum Availability, (y) the aggregate amount Outstanding Amount of Tranche 2 Commitments that would be in effect at the Committed Loans of any time prior to Lender, plus such Lender's Applicable Percentage of the expiration Outstanding Amount of all Letters L/C Obligations, plus such Lender's Applicable Percentage of Credit outstanding at such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration Outstanding Amount of all Swing Line Loans shall not exceed such Letters of Credit)Lender's Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter All Existing Letters of Credit is shall be deemed to have been issued hereunderpursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 other Revolving Credit Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower (x) Borrower or PROVIDED that any Letter of Credit may be for the benefit of any Subsidiary or (yof the Borrower) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiary, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Tranche 2 Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or pursuant to this Section 2.03; PROVIDED that no L/C Issuer shall be obligated to make any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, if as of the date of such L/C Credit Extension, (Ix) the Tranche 2 Outstandings shall not Revolving Credit Exposure of any Lender would exceed such Lender's Revolving Credit Commitment or (y) the aggregate outstanding principal amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), and (II) the aggregate Dollar Equivalent of all L/C Obligations shall not at such time would exceed the L/C Sublimit. Each request by Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence$35,000,000. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements For purposes of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a this Agreement and the other Loan Documents, each Existing Letter of Credit is deemed to be a letter of credit issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Revolving Lenders set forth in this Section 2.20Section, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Revolving Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Revolving Facility, (y) the expiration of all Letters of Credit outstanding at such time (solely after giving effect to the scheduled maturity Revolving Exposure of any Commitment occurring prior to the expiration of all Revolving Lender shall not exceed such Letters of Credit)Lender’s Revolving Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided, further, that after giving effect to all L/C SublimitCredit Extensions, the aggregate Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Domestic Revolving Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower the Parent or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Subsidiaries, and to amend 38 or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Domestic Revolving Lenders severally agree to participate in Letters of Credit issued for the account of Borrower the Parent or any Subsidiary its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Domestic Total Revolving Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Aggregate Domestic Revolving Commitments, (y) the expiration of all Letters of Domestic Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Domestic Revolving Lender shall not exceed such Lender’s Domestic Revolving Commitment occurring prior to the expiration of all such Letters of Credit), and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by Borrower or an L/C Subsidiary the Parent for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower the Parent that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrowerthe Parent’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower the Parent may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Tranche 2 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any SubsidiaryBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Revolving Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Aggregate Revolving Commitments, (y) the expiration of all Letters of Revolving Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Commitment occurring prior to the expiration of all Lender shall not exceed such Letters of Credit)Lender’s Revolving Commitment, and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.CHAR1\1376580v5

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agreesIssuers agree, in reliance upon the agreements of the Tranche 2 Revolving AA-1 Lenders set forth in this Section 2.202.03, (1) from time to time on any Business Day during the period from the Closing ClosingAmendment No. 5 Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of (x) the Borrower or any Subsidiary or (y) in the case of commercial Letters of Credit only, any customer of Borrower or any Subsidiaryits Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Tranche 2 Revolving AA-1 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary its Restricted Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ix) the Tranche 2 Total Revolving AA-1 Outstandings shall not exceed the aggregate amount of Tranche 2 Commitments that would be in effect at any time prior to Aggregate Revolving AA-1 Commitments, (y) the expiration of all Letters of Revolving AA-1 Credit outstanding at such time (solely after giving effect to the scheduled maturity Exposure of any Revolving AA-1 Lender shall not exceed such Lender’s Revolving AA-1 Commitment occurring prior to the expiration of all such Letters of Credit), and (IIz) the aggregate Dollar Equivalent Outstanding Amount of all the L/C Obligations shall not exceed the L/C Letter of Credit Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder.