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) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiary; provided 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 (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.04, (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 in Dollars for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) certain Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts drawings under the Letters Letter of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or and any Restricted Subsidiarydrawings thereunder; provided that no the L/C Issuer 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, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit FacilityCommitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Revolving Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Obligations would exceed such Lender’s Revolving Credit Commitment Commitment, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 for the account of the Borrower or any Restricted Subsidiary of the Borrower (provided that the Borrower hereby irrevocably agrees to reimburse will be the applicant and that each Letter of Credit shall be issued by a single L/C Issuer determined by the Borrower (unless otherwise agreed by the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted SubsidiaryIssuers)) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account pursuant to this Section 2.03; provided that 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 Borrower or Letter of Credit Sublimit (it being understood and agreed that any Restricted SubsidiaryL/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, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Exposure of any Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Lender would exceed such Lender’s Revolving Credit Commitment or (zy) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.04, (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 the Company, any other Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Company, any other Borrower or any Restricted SubsidiarySubsidiary and any drawings thereunder; provided that no the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in any Letter of Credit, if as of the date of such L/C Credit Extension Extension, (xA) the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityAggregate Commitments, (yB) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Revolving Lender’s Revolving Credit Commitment or Commitment, and (zC) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower Agent for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the 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 limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. 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 L/C Issuer the Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Availability Expiration Date, to issue Letters of Credit for the account of the Borrower and in the name of the Borrower or any of its Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)2.3(b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided that no L/C Issuer the Issuing Bank 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 in, any Letter of Credit, Credit if as of the date of such L/C Credit Extension Extension, (w) with respect to any renewal, extension or amendment to any previously issued Letter of Credit, the Restricted Subsidiary in whose name such Letter of Credit was originally issued (or was most recently renewed, extended or amended, if applicable) has become, or been redesignated as, an Unrestricted Subsidiary, (x) the Total Revolving Credit Outstandings Outstanding Amount of all L/C Obligations and all Loans would exceed the Revolving Credit FacilityAggregate Commitments on such date, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Percentage Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Obligations would exceed such Lender’s Revolving Credit Commitment Amount, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer the Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Availability Expiration Date, to issue Letters of Credit for the account of the Borrower and in the name of the Borrower or any of its Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection 2.3.2 below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided that no L/C Issuer the Issuing Bank 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 in, any Letter of Credit, Credit if as of the date of such L/C Credit Extension Extension, (w) with respect to any renewal, extension or amendment to any previously issued Letter of Credit, the Restricted Subsidiary in whose name such Letter of Credit was originally issued (or was most recently renewed, extended or amended, if applicable) has become, or been redesignated as, an Unrestricted Subsidiary, (x) the Total Revolving Credit Outstandings Outstanding Amount of all L/C Obligations and all Loans would exceed the Revolving Credit Facilitylesser of (A) the Aggregate Commitments on such date and (B) the Borrowing Base then in effect, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Percentage Share of the Outstanding Amount of all L/C Obligations, plus Obligations would exceed the lesser of (A) such Lender’s Pro Rata Commitment Amount or (B) such Lender’s Percentage Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment Borrowing Base then in effect, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateAvailability Period, to issue standby letters of credit denominated in Dollars or in one or more Alternative Currencies (together with the Existing Letters of Credit Credit, each a “Letter of Credit”) for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) Company, and to amend or renew Modify Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryCompany; provided that no the L/C Issuer 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 in, any Letter of CreditCredit (or, if applicable, the relevant Modification thereof) if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityAggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans would exceed the amount of such Lender’s Revolving Credit Commitment or (z) the Outstanding Amount of the all L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolvingrevolving and, and accordingly accordingly, the Borrower 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. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Time 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 the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) its Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any Restricted Subsidiarydrawings thereunder; provided that no L/C Issuer shall be obligated after giving effect 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 (x) the Total Revolving Credit Outstandings would shall not exceed the Aggregate Revolving Credit FacilityCommitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, Obligations plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans would shall not exceed such Lender’s Revolving Credit Commitment or and (z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower 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. 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 L/C Issuer of a Tranche of the Revolving Credit Facility agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 Dollars under the Dollar Tranche or in Dollars or an Alternative Currency under the Multicurrency Tranche for the account of the Lux Borrower or any Restricted Subsidiary (provided that the Borrower Borrowers hereby irrevocably agrees agree to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any other Borrower or any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders under any Tranche severally agree to participate in Letters of Credit issued for the account of the Lux Borrower or any Restricted Subsidiary; provided 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 (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any LenderLender under the applicable Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C ObligationsObligations under such Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans under such Tranche would exceed such Lender’s Revolving Credit Commitment under such Tranche or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.04, (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 in Dollars for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) certain Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts drawings under the Letters Letter of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or and any Restricted Subsidiarydrawings thereunder; provided that no the L/C Issuer 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, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit FacilityCommitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Revolving Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment Commitment, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (1) from time to time on any Business Day during the period from the Closing Escrow Release Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower (or any Restricted Subsidiary (provided that so long as the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on is a joint and several basis with co-applicant, and references to the “Borrower” in this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided that no the L/C Issuer 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 CreditCredit if, if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Loans, would exceed such Lender’s Revolving Credit Commitment or (zy) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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. On and after the Escrow Release Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for all purposes of this Agreement and the other Loan Documents and for all purposes hereof will be deemed to have been issued on the Escrow Release Date.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Initial Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.04, (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 an Alternate Currency for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.04(b), and (2) to honor drafts under the Letters of Credit Credit; and (B) the Initial Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided that no L/C Issuer shall be obligated to make issue any L/C Credit Extension with respect to any commercial Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, Credit if as of the date of such L/C Credit Extension or after giving effect thereto, (w) the Total Revolving Outstandings with respect to the Initial Revolving Credit Facility would exceed the aggregate Initial Revolving Credit Commitments, (x) the Total Revolving Outstandings of any Lender under the Initial Revolving Credit Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Facility would exceed such Lender’s Initial Revolving Credit Commitment or Commitment, (zy) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit SublimitSublimit or (z) the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment (in each case, taking the Dollar Equivalent of all amounts in an Alternate Currency). 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.04, (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 for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.04(b), and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided 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, Credit if as of the date of such L/C Credit Extension or after giving effect thereto, (w) the Total Revolving Outstandings would exceed the Aggregate Revolving Credit Commitments, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Lender would exceed such Lender’s Revolving Credit Commitment or Commitment, (zy) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit SublimitSublimit or (z) the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by such L/C Issuer would exceed such 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders and the Borrower and the Guarantors set forth in this Section 2.03, 2.03 and elsewhere in the case of Bank of America, N.A., Loan Documents and subject to continue and, for a period of 364 days after the Closing Date (which period may be extended conditions precedent set forth in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C IssuerSection 4.02, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateDate applicable to such L/C Issuer, to issue Letters of Credit at the request of and for the account of the Borrower or any its Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts or other demands for payment presented under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any its Restricted SubsidiarySubsidiaries; provided 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, Credit if as of the date of such L/C Credit Extension Extension, (xv) the Total Revolving Credit Outstandings would exceed the aggregate Revolving Credit FacilityCommitments of all Revolving Credit Lenders, (yw) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, Lender plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Obligations would exceed such Lender’s Revolving Credit Commitment or Commitment, (zx) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, (y) the face amount of Letters of Credit issued by such L/C Issuer would exceed the Applicable L/C Sublimit of such L/C Issuer, or (z) the conditions precedent set forth in Section 4.02 are not satisfied with respect to such L/C Credit Extension as of the date of such L/C Credit Extension. 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. The Borrower may, in its discretion, select which L/C Issuer is to issue any particular Letter of Credit, subject to the Applicable L/C Sublimit of each L/C Issuer. Upon the Maturity Date of any Class of Revolving Credit Commitments, the Applicable L/C Sublimit of each L/C Issuer shall be reduced on a pro rata basis with that of each other L/C Issuer to the extent the Applicable L/C Sublimits collectively exceed the amount of the remaining Revolving Credit Commitments after any such Maturity Date. Notwithstanding anything to the contrary herein, in no event may the Applicable L/C Sublimit of any L/C Issuer be increased under this Agreement without the consent of such L/C Issuer. If the Maturity Date in respect of any Class of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (i) if one or more other Classes of Revolving Credit Commitments in respect of which the Maturity Date shall not have so occurred are then in effect, the Revolving Credit Lenders holding Revolving Credit Commitments under such non-maturing Classes shall be required to purchase ratable participations in such Letter of Credit to cover the participations of the Revolving Credit Lenders under such maturing Class up to an aggregate amount not to exceed the aggregate amount of the unutilized Revolving Credit Commitments under such non-maturing Classes at such time and (ii) to the extent not fully reallocated pursuant to the immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit. If the Borrower is required to Cash Collateralize any Letter of Credit as provided in the immediately preceding sentence and fails to do so, such Letter of Credit will be deemed to be drawn and the provisions of Section 2.03(c), including the provisions relating to a request for a Revolving Credit Borrowing and the funding of Lenders’ participations, will be applicable as if such Letter of Credit were drawn.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on in Dollars or any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) Committed Currency, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of the Borrower or any Restricted Subsidiary; provided that no the L/C Issuer shall be obligated to not 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, Credit if as of the date of such L/C Credit Extension Extension, (xw) the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityAggregate Commitments, (yx) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment or Commitment, (zy) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by the Borrower for an L/C Credit Extension 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters Letter of Credit issued may be for the account benefit of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiaryof the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiarypursuant to this Section 2.03; provided 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, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Exposure of any Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Lender would exceed such Lender’s Revolving Credit Commitment or Commitment, (zy) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of the L/C Obligations in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Pro Rata Share of the Letter of Credit Sublimit; provided, that if the Borrower determines that, in connection with any actual or anticipated L/C Credit Extension, less than the full amount of the Letter of Credit Sublimit would be available to the Borrower as a result of the application of this clause (z), then the L/C Issuer Pro Rata Share of each L/C Issuer shall be reallocated as elected by the Borrower in consultation with each L/C Issuer and with the consent of any such L/C Issuer which has its L/C Issuer Pro Rata Share increased as a result of such reallocation (and the Borrower and the L/C Issuers agree to take such actions as among themselves to accommodate any such reallocation); provided, further, that notwithstanding anything to the contrary contained herein, UBS AG, Stamford Branch shall have no obligation to issue trade or commercial letters of credit. 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 expired, terminated or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 for the account of the Borrower Timken or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on in Dollars or any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) Committed Currency, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of the Borrower Timken or any Restricted Subsidiary; provided that no the L/C Issuer shall be obligated to not 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, Credit if as of the date of such L/C Credit Extension Extension, (xw) the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityAggregate Commitments, (yx) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment or Commitment, (zy) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by Timken for an L/C Credit Extension shall be deemed to be a representation by Timken 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 BorrowerTimken’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Timken 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 Euros for the account of (i) in the case of any Letter of Credit issued at the request of the Company, the Company or any of its Subsidiaries or (ii) in the case of any Letter of Credit issued at the request of a Designated Borrower, such Designated Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) its Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrowers or their respective Subsidiaries and any Restricted Subsidiarydrawings thereunder; provided that no L/C Issuer shall be obligated after giving effect 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 (x) the Total Revolving Credit Outstandings would shall not exceed the Revolving Credit FacilityAggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Committed Loans of any Lender, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans would shall not exceed such Lender’s Revolving Credit Commitment or Commitment, and (z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by a Borrower 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, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Initial Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.04, (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 an Alternate Currency for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.04(b), and (2) to honor drafts under the Letters of Credit Credit; and (B) the Initial Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided that no L/C Issuer shall be obligated to make issue any L/C Credit Extension with respect to any commercial Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, Credit if as of the date of such L/C Credit Extension or after giving effect thereto, (w) the Total Revolving Outstandings with respect to the Initial Revolving Credit Facility would exceed the aggregate Initial Revolving Credit Commitments, (x) the Total Revolving Outstandings of any Lender under the Initial Revolving Credit Outstandings Facility would exceed the such Xxxxxx’s Initial Revolving Credit FacilityCommitment, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit SublimitSublimit or (z) the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment (in each case, taking the Dollar Equivalent of all amounts in an Alternate Currency). 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.. (ii) An L/C Issuer shall be under no 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any 79

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 an Available Currency for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of Holdings, the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on or any Letters of Credit issued for the account of any its Restricted Subsidiary on a joint and several basis with such Restricted SubsidiarySubsidiaries) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiarypursuant to this Section 2.03; provided 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, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Exposure of any Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Lender would exceed such Lender’s Revolving Credit Commitment or Commitment, (zy) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit SublimitSublimit or (z) the aggregate Revolving Credit Exposure would exceed the Revolving Credit Facility. Each request by the Borrower 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. All Existing Letters of Credit shall be deemed to have been issued hereunder 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 L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for any and all amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted SubsidiarySubsidiary and the Borrower hereby acknowledges that the issuance of Letters of Credit for the account of its Restricted Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives benefits from the businesses of such Restricted Subsidiaries) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiarySubsidiary and any drawings thereunder; provided 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 (xv) the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityOutstandings, (yw) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such LenderXxxxxx’s Revolving Credit Commitment or and (zx) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 and/or Euros for the account of the Borrower or any Restricted Subsidiary (provided that that, so long as the Borrower hereby irrevocably agrees to reimburse is the applicable L/C Issuer for amounts drawn on primary obligor, any Letters Letter of Credit issued may be for the account of any Restricted a Subsidiary of the Borrower or a Subsidiary of the Borrower on a joint and several basis with the Borrower; provided, further, to the extent any such Restricted SubsidiarySubsidiary is not a Loan Party, such Letter of Credit shall be deemed an Investment in such Subsidiary and shall only be requested so long as it is permitted under Section 7.02) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit issued by it and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiarypursuant to this Section 2.03; provided 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, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Exposure of any Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Lender would exceed such Lender’s Revolving Credit Commitment Commitment, or (zy) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. ; 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 expired, terminated or that have been drawn upon and reimbursed. On and after the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for all purposes of this Agreement and the other Loan Documents and will be deemed to have been issued on the Closing Date.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders and the Borrower set forth in this Section 2.03, 2.03 and elsewhere in the case of Bank of America, N.A., Loan Documents and subject to continue and, for a period of 364 days after the Closing Date (which period may be extended conditions precedent set forth in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C IssuerSection 4.02, (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, Euros, Sterling or an Alternative Currency (including, with respect to any Alternative Currency, the Dollar Equivalent of such Alternative Currency) at the request of and for the account of the Borrower or any its Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any its Restricted SubsidiarySubsidiaries; provided 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, Credit if as of the date of such L/C Credit Extension Extension, (xw) the Total Revolving Credit Outstandings would exceed the aggregate Revolving Credit FacilityCommitments of all Revolving Credit Lenders, (yx) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Obligations would exceed such Lender’s Revolving Credit Commitment or (zafter giving effect to the addition of any Additional Arrangers), (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit SublimitSublimit or (z) the conditions precedent set forth in Section 4.02 are not satisfied with respect to such L/C Credit Extension as of the date of such L/C Credit Extension; provided, further, that (A) the aggregate face amount of outstanding Letters of Credit issued by CS, Xxxxxx Xxxxxxx, RBC, UBS and GS, as applicable, in its capacity as an L/C Issuer, at no time shall exceed (I) with respect to CS, $10,500,000 (or such other amount as separately agreed upon between CS and the Borrower), (II) with respect to Xxxxxx Xxxxxxx and its Affiliates, $10,500,000 (or such other amount as separately agreed upon between Xxxxxx Xxxxxxx and the Borrower), (III) with respect to RBC, $7,000,000 (or such other amount as separately agreed upon between RBC and the Borrower), (IV) with respect to UBS, $3,500,000 (or such other amount as separately agreed upon between UBS and the Borrower) and (V) with respect to GS, $3,500,000 (or such other amount as separately agreed upon between GS and the Borrower), in each case, without the prior written consent of the Borrower and CS, Xxxxxx Xxxxxxx, RBC, UBS or GS, as applicable; it being acknowledged and agreed that no other consent (including pursuant to Section 10.01) will be required to increase or decrease such maximum aggregate face amount and only the consent of the Borrower and the applicable L/C Issuer will be required to establish, increase or decrease the maximum aggregate face amount of outstanding Letters of Credit issued by any L/C Issuer with respect to such L/C Issuer, and none of CS, Xxxxxx Xxxxxxx RBC, UBS or GS or, to the extent the Borrower and such L/C Issuer have agreed upon a maximum aggregate face amount of outstanding Letters of Credit with respect to such L/C Issuer, any other L/C Issuer shall have any obligation to issue, amend, increase or extend any Letter of Credit issued or to be issued by it if such issuance, amendment, increase or extension shall (after giving effect thereto) cause the maximum aggregate face amount of outstanding Letters of Credit issued or to be issued by it to exceed the applicable foregoing maximum aggregate face amount with respect to such L/C Issuer, (B) the maximum aggregate face amount of Letters of Credit so established, increased or decreased as provided in the foregoing clause (A) shall not in any event exceed the aggregate amount of the Letter of Credit Sublimit then in effect, (C) no such establishment, increase or decrease of such maximum aggregate face amount of Letters of Credit shall increase such L/C Issuer’s Revolving Credit Commitment in its capacity as a Revolving Credit Lender without its consent pursuant to Section 10.01 and (D) CS, Xxxxxx Xxxxxxx, RBC, GS, UBS and their respective Affiliates shall not be obligated to issue any commercial or documentary Letters of Credit. 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) Borrowers, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrowers; provided that no the L/C Issuer 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 CreditCredit if, if as of the date of such L/C Credit Extension Extension, after giving effect thereto (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facilitylesser of (1) the Borrowing Base and (2) the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment Commitment, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Third Amendment Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (ia) Subject to the terms and conditions set forth herein, (Ai) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C IssuerArticle 3, (1A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Maturity Date, to issue Letters of Credit denominated in US Dollars or in one or more Alternative Currencies for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) Borrower, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)3.2, and (2B) to honor drafts drawings under the Letters of Credit and (Bii) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided that no the L/C Issuer 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, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facilityaggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans portion of the Loan made by any Lender, plus such Lender’s Pro Rata Share Commitment Percentage of the Outstanding Amount of all L/C Obligations, plus Obligations would exceed the amount of such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment Commitment, or (z) the aggregate Outstanding Amount of the Revolving Loan and L/C Obligations denominated in Alternative Currencies would exceed the Alternative Currency Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit Sublimitshall 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 revolvingrevolving and, and accordingly 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. 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; without limiting the foregoing, each Lender shall be deemed to have purchased from the L/C Issuer a risk participation in each Existing Letter of Credit on the Closing Date pursuant to Section 3.2(b).

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.14, (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 for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) its Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiaryand its Subsidiaries; provided that no the L/C Issuer 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 Extension, (x) the Total Revolving Credit Outstandings Outstanding Amount of all L/C Obligations and all Revolver Loans would exceed the Revolving Credit FacilityAggregate Revolver Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Revolver Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Obligations would exceed such Lender’s Revolving Credit Commitment Revolver Commitment, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.05, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Subfacility Expiration Date, to issue Letters of Credit for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) certain Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided that no the L/C Issuer 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 in, any Letter of Credit, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings Outstanding Amount of all L/C Obligations and all Loans would exceed the Revolving Credit FacilityAggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Committed Loans of any Lender, plus such Lender’s 's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Obligations would exceed such Lender’s Revolving Credit Commitment 's Commitment, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 the Borrower Borrowers (or any Restricted Subsidiary (provided that the so long as a Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on is a joint and several basis with co-applicant, and references to a “Borrower” in this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiaryrelevant Borrower; provided that no the L/C Issuer 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 CreditCredit if, if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Amount of Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Loans, would exceed such Lender’s Revolving Credit Commitment Commitment, or (zy) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, or (z) the aggregate Outstanding Amount of the Revolving Credit Loans, plus the Outstanding Amount of all L/C Obligations, plus the Outstanding Amount of all Swing Line Loans, would exceed the Borrowing Base; provided further that the Initial L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, if, as of the date of such L/C Credit Extension, the Outstanding Amount of the L/C Obligations issued by the Initial L/C issuer would exceed $5,000,000. Within the foregoing limits, and subject to the terms and conditions hereof, the relevant Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth hereinherein (including, in particular, and without limiting the generality of, Section 11.19), (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) its Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)clause (b) below, and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any Restricted Subsidiarydrawings thereunder; provided that no L/C Issuer shall be obligated after giving effect 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 (x) the Total Revolving Credit Outstandings would shall not exceed the Revolving Credit FacilityAggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Committed Loans of any Lender, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans would shall not exceed such Lender’s Revolving Credit Commitment or Commitment, and (z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 Borrowers or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) their Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrowers or their Subsidiaries and any Restricted Subsidiarydrawings thereunder; provided that no L/C Issuer shall be obligated after giving effect 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 (xw) the Total Revolving Credit Outstandings would shall not exceed the Aggregate Revolving Credit FacilityCommitments, (yx) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would shall not exceed such Lender’s Revolving Credit Commitment or (zy) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by a Borrower 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, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. 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 the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 Dollars for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) its Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided that no the L/C Issuer 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, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit FacilityCommitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s 's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s 's Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s 's Revolving Credit Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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. 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 the Fronting L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.01, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Commitment Termination Date, to issue Fronted Letters of Credit for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) , and to amend or renew extend Fronted Letters of Credit previously issued by it, and (2) to honor drawings under the Fronted Letters of Credit; (B) each Lender agrees, through the Several L/C Agent, (1) from time to time on any Business Day during the period from the Closing Date until the Commitment Termination Date, to issue severally, and for itself alone, Several Letters of Credit at the request of and for the account of the Borrower or any Subsidiary in accordance with Section 2.03(b)such Lender’s Applicable Percentage of the aggregate stated amounts of such Several Letters of Credit, and to amend or extend Several Letters of Credit previously issued by it, and (2) to honor drafts severally, and for itself alone, drawings under the Several Letters of Credit and in an amount equal to its Applicable Percentage of such drawings; (BC) the Revolving Credit Lenders severally agree to participate in Fronted Letters of Credit issued for the account of the Borrower or any Restricted SubsidiarySubsidiary and any drawings thereunder in accordance with their Applicable Percentages; provided that no (D) with respect to any Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer shall under any Several Letter of Credit to be obligated issued pursuant hereto, each Limited Fronting Lender, in reliance upon the agreements of such Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer set forth in this Section 2.01, agrees to make issue through the Several L/C Agent, in addition to or as a part of the Several Letters of Credit it has agreed to issue on its own behalf, severally any such Several Letter of Credit, for the account of the Borrower or any Subsidiary, in an amount equal to such Affected Lender’s or Non-NAIC Approved Bank’s, as applicable, Applicable Percentage of the stated amount of such Several Letter of Credit, and to amend or extend each such Several Letter of Credit previously issued by it as a Limited Fronting Lender for such Participating L/C Issuer; and (E) with respect to any Several Letter of Credit issued by a Limited Fronting Lender pursuant to clause (D) preceding, each applicable Affected Lender or Non-NAIC Approved Bank, as applicable, agrees to purchase participations in the obligations of such Limited Fronting Lender under such Several Letter of Credit in an amount equal to all of the credit exposure of such Limited Fronting Lender (solely in its capacity as a Limited Fronting Lender for such Affected Lender or Non-NAIC Approved Bank, as applicable) under such Several Letter of Credit; provided that after giving effect to any L/C Credit Extension with respect to Extension, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment (except as provided in clauses (A), (D) and (E), as applicable, above for the Fronting L/C Issuer or a Limited Fronting Lender) and (z) the aggregate stated amount of (1) Fronted Letters of Credit plus (2) Several Letters of Credit for which Bank of America is acting as a Limited Fronting Lender or a Confirming Bank shall not exceed $250,000,000 at any time. Each request by the Borrower or any Subsidiary for the issuance, amendment or extension of a Letter of Credit, and no Lender Credit shall be obligated deemed to participate in any Letter of Credit, if as of be a representation by the date of such Borrower that the L/C Credit Extension (x) so requested complies with the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimitconditions set forth in this Agreement. 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. From and after the Closing Date, the Existing Letters of Credit that are Fronted Letters of Credit shall be deemed to have been issued pursuant to this Agreement by the Fronting L/C Issuer. The Existing Letters of Credit that are Several Letters of Credit shall be amended in accordance with Section 2.01(b)(iv), effective as of the Closing Date, so that the liability of the Lenders under such Several Letters of Credit from and after the Closing Date shall be in accordance with the Lenders’ respective Applicable Percentages and such Several Letters of Credit, as so amended, shall be deemed to have been issued pursuant to this Agreement.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) its Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiaryof its Subsidiaries; provided that no the L/C Issuer 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, Credit if as of the date of such L/C Credit Extension Extension, (xw) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit FacilityCommitments, (yx) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment or Commitment, (zy) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of the L/C Obligations denominated in Alternative Currencies would exceed the Alternative Currency Sublimit. 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. 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) On the Closing Date, without further action by any party hereto, the LC Issuer shall be deemed to have granted to each Lender, and each Lender shall be deemed to have acquired from the L/C Issuer, a participation in each Existing Letter of Credit equal to such Lender’s Pro Rata Share of the related L/C Obligations. Such participations shall be on all the same terms and conditions as participations granted under this Section 2.13 in all the other Letters of Credit issued or to be issued hereunder, (ii) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C IssuerSubsection 2.13, (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 for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) its Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts drawings under the Letters of Credit Credit, and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any Restricted Subsidiarydrawings thereunder; provided that no L/C Issuer shall be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, (x) the Principal Debt shall not exceed the Aggregate Commitment, and no Lender (y) the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each L/C Credit Extension shall be obligated deemed to participate in any Letter of Credit, if as of be a representation by the date of Borrower that such L/C Credit Extension (x) complies with the Total Revolving Credit Outstandings would exceed conditions set forth in the Revolving Credit Facility, (y) proviso to the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimitpreceding 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 for the account of the Borrower CNL RPI or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) its Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower CNL RPI or its Subsidiaries and any Restricted Subsidiarydrawings thereunder; provided that no L/C Issuer shall be obligated after giving effect 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 (x) the Total Revolving Credit Outstandings would shall not exceed the Revolving Credit Facilitylesser of (i) the Aggregate Commitments and (ii) the Borrowing Base on such date, (y) the aggregate Outstanding Amount of the Revolving Credit Committed Loans of any Lender, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans would shall not exceed such Lender’s Revolving Credit Commitment or Commitment, and (z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 for the account of the a Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) , and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the a Borrower or any Restricted SubsidiarySubsidiary and any drawings thereunder; provided that no L/C Issuer shall be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender (w) the Total Outstandings shall be obligated to participate in any Letter of Creditnot exceed the Aggregate Commitments, if as of the date of such L/C Credit Extension (x) the Total Revolving Credit Outstandings would shall not exceed the Aggregate Revolving Credit FacilityCommitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans would shall not exceed such Lender’s Revolving Credit Commitment or Commitment, and (z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by 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, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. 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. Each Letter of Credit Application shall be prepared and signed by the Company; provided, however, that the Company shall be permitted to designate any Subsidiary or other third party as the account party for the requested Letter of Credit, although, notwithstanding such designation, the Borrowers shall be the actual account parties for all purposes of this Agreement for such Letters of Credit and such designation shall not affect the Borrowers’ reimbursement obligations hereunder with respect to such Letter of Credit.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.04, (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 Letter of Credit and Swing Line Offshore Currencies for the account of the Company, any Designated Borrower or any Restricted of Subsidiary (provided that of the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) Company, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts drawings under the Letters of Credit issued by it; and (B) the Revolving Credit Lenders severally agree to risk participate in Letters of Credit issued for the account of the Company, any Designated Borrower or any Restricted SubsidiarySubsidiary and any drawings thereunder; provided that no L/C Issuer shall be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, (w) the aggregate Outstanding Amount of all Committed Loans and no Lender shall be obligated to participate in any Letter of Credit, if as of the date of such Swing Line Loans and L/C Obligations issued or outstanding in Offshore Currencies shall not exceed the Offshore Currency Committed Loan, Swing Line Loan and Letter of Credit Extension Sublimit at any time, (x) the Total Revolving Credit Outstandings would shall not exceed the Revolving Credit FacilityAggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans would Loans, shall not exceed such Lender’s Revolving Credit Commitment Commitment, or (z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. The Company agrees to promptly notify the Administrative Agent of the designation of any Lender as an L/C Issuer. From and after the Closing Date, all Existing Letters of Credit shall be deemed to have been issued pursuant hereto and shall be subject to and governed by the terms and conditions hereof. The Company unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for the support of any Subsidiary’s obligations as provided in the first sentence of this paragraph, the Company will be fully responsible for the reimbursement of L/C Obligations in accordance with the terms hereof, the payment of interest thereon and the payment Exhibit 4.1 of fees due under this Section 2.04 to the same extent as if it were the sole account party in respect of such Letter of Credit (the Company hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor or surety of the obligations of such a Subsidiary that is an account party in respect of any such Letter of Credit).

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 (or at such L/C Issuer’s sole option, arrange the issuance of) Letters of Credit denominated in Dollars for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued (including by arrangement) for the account of the Borrower or any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued (or arranged) by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders under each Revolving Tranche severally agree to participate in Letters of Credit issued (or arranged) under such Revolving Tranche for the account of the Borrower or any Restricted Subsidiary; provided 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 (xw) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (x) the Total Revolving Credit Outstandings in respect of any Revolving Tranche would exceed such Revolving Tranche, (y) the aggregate Outstanding Amount of the Revolving Credit Loans under any Revolving Tranche of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C ObligationsObligations related to Letters of Credit issued (or arranged) under such Revolving Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such LenderXxxxxx’s Revolving Credit Commitment under such Revolving Tranche or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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. Each letter of credit issued or arranged by an L/C Issuer on account of this Agreement shall conclusively constitute a Letter of Credit issued or arranged in accordance with the terms and conditions of this Agreement.

The Letter of Credit Commitment. (i) (A) Subject to the terms and conditions set forth hereinherein and to the terms of Section 6.17, (AI) each USD L/C Issuer agreesagrees (subject to the amount of its USD Letter of Credit Commitment), in reliance upon the agreements of the other USD Revolving Credit Facility Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.05, (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 USD Letters of Credit denominated in Dollars for the account of Holdings, the applicable Revolving Facility Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) Subsidiaries, and to amend or renew extend USD Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts drawings under the USD Letters of Credit Credit; and (BII) the USD Revolving Credit Facility Lenders severally agree to participate in USD Letters of Credit issued for the account of Holdings, the applicable Revolving Facility Borrower or the Subsidiaries and any Restricted Subsidiarydrawings thereunder; provided that no L/C Issuer shall be obligated after giving effect to make any USD L/C Credit Extension with respect to any USD Letter of Credit, and no Lender shall (wv) the aggregate amount available to be obligated to participate in any Letter drawn under all USD Letters of Credit, if as of Credit issued by the date of such applicable USD L/C Issuer issuing such USD Letter of Credit Extension shall not exceed such USD L/C Issuer’s USD Letter of Credit Commitment (x) provided, that any L/C Issuer may, following a request from the Total applicable Revolving Facility Borrower, each in its sole discretion, issue USD Letters of Credit Outstandings would exceed the Revolving in an aggregate available amount in excess of such USD L/C Issuer’s USD Letter of Credit FacilityCommitment, subject to clauseclauses (y) and (z) below), (xw) the aggregate Outstanding Amount of USD Revolving Facility Credit Exposure shall not exceed the total USD Revolving Facility Commitments, (yx) the USD Revolving Facility Credit Loans Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would Lender shall not exceed such Lender’s USD Revolving Credit Facility Commitment or and, (zzy) the Outstanding Amount of the USD L/C Obligations would shall not exceed the USD Letter of Credit Sublimit and (z) the sum of (I) the Outstanding Amount of USD L/C Obligations and (II) the Dollar Equivalent of the Outstanding Amount of Multicurrency L/C Obligations shall not exceed the Aggregate Letter of Credit Sublimit. Within the foregoing limits, and subject Notwithstanding anything to the terms and conditions hereofcontrary provided in this Agreement, the Borrower’s ability each letter of credit listed on Schedule 2.05(a)(i)(A) (as may be updated pursuant to obtain Letters Section 11.01 of Credit this Agreement) (each, an “Existing USD Letter of Credit”) shall be fully revolving, deemed issued under the USD Revolving Facility under this Agreement from and accordingly after 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 reimbursedRestatement Date.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Revolver Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.14, (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 for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) its Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Revolver Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiaryand its Subsidiaries; provided that no the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolver Lender shall be obligated to participate in in, any Letter of Credit, Credit if as of the date of such L/C Credit Extension (x) Extension, the Total Revolving Credit Outstandings Outstanding Amount of all L/C Obligations and all Committed Revolver Loans would exceed the Revolving Credit Aggregate Committed Sum under the Revolver Facility, (yx) the aggregate Outstanding Amount of the Revolving Credit Committed Revolver Loans of any Revolver Lender, plus such Revolver Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolver Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Loans, would exceed such Revolver Lender’s Revolving Credit Commitment Committed Sum under the Revolver Facility, or (zy) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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.

The Letter of Credit Commitment. (i) On the Funding Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the Appropriate L/C Issuer with respect to such Existing Letter of Credit. Subject to the terms and conditions set forth herein, (A) each Appropriate L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (1) from time to time on any Business Day during the period from the Closing Funding Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on in Dollars or any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) Committed 29 Currency, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of the Borrower or any Restricted SubsidiaryBorrower; provided that no Appropriate 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, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityAggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s 's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s 's Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s 's Revolving Credit Commitment Commitment, or (z) the z)the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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.. (ii) No Appropriate L/C Issuer shall 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 such Appropriate L/C Issuer from issuing such Letter of Credit, or any Law applicable to such Appropriate L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Appropriate L/C Issuer shall prohibit, or request that such Appropriate L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Appropriate L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital 33 requirement (for which such Appropriate L/C Issuer is not otherwise compensated hereunder) not in effect on the Documentation Closing Date, or shall impose upon such Appropriate L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Documentation Closing Date and which such Appropriate L/C Issuer in good faith deems material to it; (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur m ore than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date; (C) 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; (D) the issuance of such Letter of Credit would violate one or more policies of such Appropriate L/C Issuer; or (E) such Letter of Credit is in an initial amount less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit, or is to be denominated in a currency other than Dollars or a Committed Currency. (iii) No Appropriate L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such Appropriate 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. 30 (b) Procedures for Issuance and Amendment of Letters of Credit; Auto-

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Dollar Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.04, (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 in Dollars, Euros or Pounds Sterling for the account of the US Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) of the US Borrower’s Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)clause (b) below, and (2) to honor drafts under the Letters of Credit previously issued by it; and (B) the Dollar Revolving Credit Lenders severally agree to risk participate in Letters of Credit issued for the account of the US Borrower or the account of any Restricted Subsidiaryof the US Borrower’s Subsidiaries; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Dollar Revolving Lender shall be obligated to risk participate in in, any Letter of Credit, Credit if as of the date of such proposed L/C Credit Extension Extension, after giving effect to such L/C Credit Extension, (x) the Total aggregate Outstanding Amount of all Dollar Revolving Credit Outstandings Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate Dollar Revolving Credit FacilityCommitments, and (y) the aggregate Outstanding Amount of the Dollar Revolving Credit Loans of any Dollar Revolving Lender, plus such Dollar Revolving Lender’s Pro Rata Dollar Revolving Share of the Outstanding Amount of all L/C Obligations, plus such Dollar Revolving Lender’s Pro Rata Dollar Revolving Share of the Outstanding Amount of all Swing Line Loans would exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitment Commitment, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and, for the avoidance of doubt, for each L/C Issuer individually, giving effect to the proviso set forth in the definition of Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the US Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the US Borrower may, during from the foregoing periodClosing Date until the Letter of Credit Expiration Date, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 for the account of the Borrower WNR, WRC or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) their Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower WNR, WRC or their Subsidiaries and any Restricted Subsidiarydrawings thereunder; provided provided, that no L/C Issuer shall be obligated after giving effect 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 (x) the Total Revolving Credit Outstandings would shall not exceed the Revolving Credit Facilitylesser of (I) the Aggregate Commitments and (II) the Borrowing Base, (y) the aggregate Outstanding Amount of the Revolving Credit Committed Loans of any Lender, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans would Loans, shall not exceed such Lender’s Revolving Credit Commitment or Commitment, and (z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by 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, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Dollar Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.04, (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 in Dollars, Euros or Pounds Sterling for the account of the US Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) of the US Borrower’s Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)clause (b) below, and (2) to honor drafts under the Letters of Credit previously issued by it; and (B) the Dollar Revolving Credit Lenders severally agree to risk participate in Letters of Credit issued for the account of the US Borrower or the account of any Restricted Subsidiaryof the US Borrower’s Subsidiaries; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Dollar Revolving Lender shall be obligated to risk participate in in, any Letter of Credit, Credit if as of the date of such proposed L/C Credit Extension Extension, after giving effect to such L/C Credit Extension, (x) the Total aggregate Outstanding Amount of all Dollar Revolving Credit Outstandings Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate Dollar Revolving Credit FacilityCommitments, and (y) the aggregate Outstanding Amount of the Dollar Revolving Credit Loans of any Dollar Revolving Lender, plus such Dollar Revolving Lender’s Pro Rata Dollar Revolving Share of the Outstanding Amount of all L/C Obligations, plus such Dollar Revolving Lender’s Pro Rata Dollar Revolving Share of the Outstanding Amount of all Swing Line Loans would exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitment Commitment, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the US Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the US Borrower may, during from the foregoing periodClosing Date until the Letter of Credit Expiration Date, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of the Borrower or any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiary; provided 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 (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Obligations would exceed such Lender’s Revolving Credit Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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 been terminated or that have been drawn upon and reimbursed. All Letters of Credit shall be denominated in Dollars.

The Letter of Credit Commitment. (i) Subject to On the terms and subject to the conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 Dollars (or in Non-US Currency) for the account of the Borrower, (2) to convert on the Closing Date the Existing Letters of Credit to Letters of Credit in Dollars (or if such Existing Letters of Credit have been issued in Non-US Currency, then in the applicable Non-US Currency) for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any as if such Letters of Credit were issued for on the account Closing Date on the terms and subject to the conditions of any Restricted Subsidiary on a joint this Agreement, and several basis in each case all Letter of Credit fees in accordance with such Restricted SubsidiarySection 2.03(i) and 2.03(j) shall be applicable from and after the Closing Date, (3) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (24) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided that no the L/C Issuer 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 Extension, (x) the Total Effective Amount of all Revolving Credit Outstandings Loans, Swing Line Loans and L/C Obligations would exceed the Revolving Credit FacilityTotal Commitment at such time, (y) the aggregate Outstanding Effective Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Revolving Proportionate Share of the Outstanding Effective Amount of all L/C Obligations, plus such Lender’s Pro Rata Revolving Proportionate Share of the Outstanding Effective Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment Commitment, or (z) either (A) the Outstanding Effective Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (B) the Effective Amount of the L/C Obligations in respect of Non-US Currency Letters of Credit would exceed the Non-US Currency Letter of Credit Sublimit. Within the foregoing limits, and on the terms 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. 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 the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 the Agreed Currencies for the account of the Borrower or any its Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any Restricted Subsidiarydrawings thereunder; provided that no L/C Issuer shall be obligated that, after giving effect 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 (xw) the Total Revolving Credit Outstandings would shall not exceed the Aggregate Revolving Credit FacilityCommitments, (yx) the aggregate Outstanding Amount of the Revolving Credit Committed Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would shall not exceed such Revolving Lender’s Commitment, (y) the Outstanding Amount of the L/C Obligations of any L/C Issuer shall not exceed its ratable share of the Letter of Credit Sublimit (based on the Revolving Credit Commitment or of each L/C Issuer on the Closing Date), unless agreed in writing by such L/C Issuer and (z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower 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.

The Letter of Credit Commitment. (i) On the Original Closing Date, without further action by any party hereto, the LC Issuer shall be deemed to have granted to each Lender, and each Lender shall be deemed to have acquired from the L/C Issuer, a participation in each Existing Letter of Credit equal to such Lender’s Pro Rata Share of the related L/C Obligations. Such participations shall be on all the same terms and conditions as participations granted under this Section 2.13 in all the other Letters of Credit issued or to be issued hereunder, (ii) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C IssuerSubsection 2.13, (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 for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) its Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts drawings under the Letters of Credit Credit, and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any Restricted Subsidiarydrawings thereunder; provided that no L/C Issuer shall be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, (x) the Principal Debt shall not exceed the Aggregate Commitment, and no Lender (y) the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each L/C Credit Extension shall be obligated deemed to participate in any Letter of Credit, if as of be a representation by the date of Borrower that such L/C Credit Extension (x) complies with the Total Revolving Credit Outstandings would exceed conditions set forth in the Revolving Credit Facility, (y) proviso to the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimitpreceding 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) its Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts drawings under the Letters of Credit Credit, and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any Restricted Subsidiarydrawings thereunder; provided that (a) after giving effect to any L/C Credit Extension with respect to any Letter of Credit, the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, and (b) no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, Credit and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit, Credit if as of the date of after giving effect to such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Exposure of any Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Lender would exceed such Revolving Credit Lender’s 's Revolving Credit Commitment or (zy) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower 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. All Letters of Credit outstanding under the Revolving Credit Commitments immediately prior to the Second Incremental Amendment Closing Date shall be deemed to be Letters of Credit issued under the Tranche A Revolving Commitments.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (1x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Facility Expiration Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency (which, in the case of a commercial Letter of Credit, shall be issued on sight basis only) for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters Letter of Credit issued may be for the account of Holdings or any Restricted Subsidiary on a joint and several basis Subsidiary, so long as the Borrower is the applicant with such Restricted Subsidiaryrespect thereto) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), in an amount not to exceed its respective Letter of Credit Commitment (unless otherwise agreed by such L/C Issuer) outstanding at any time and (2y) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiarypursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter of Credit, Credit (and no Lender the Revolving Credit Lenders shall not be obligated to participate in any Letter the applicable L/C Credit Extension (in the case of Creditclause (y), following the applicable Maturity Date of the applicable Revolving Credit Commitments)) if as of the date of such the applicable L/C Credit Extension (xw) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Lender would exceed such Lender’s Revolving Credit Commitment or Commitments, (zx) the Outstanding Amount of the all L/C Obligations would exceed the Letter of Credit SublimitSublimit or (y) the Letter of Credit giving rise to such L/C Credit Extension has a stated expiry date after the applicable Maturity Date of the applicable Revolving Credit Commitments. 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. Each Appropriate Lender’s risk participation in each outstanding Letter of Credit shall be automatically adjusted on each Maturity Date for any of the Revolving Credit Facilities as, and to the extent, provided in Section 2.06(e).

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.13, (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 for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) its Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiaryand its Subsidiaries; provided that no the L/C Issuer 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 in, any Letter of Credit, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings Outstanding Amount of all L/C Obligations and all Committed Loans would exceed the Revolving Credit Aggregate Committed Sum under the Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Committed Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment Committed Sum under the Facility, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 for the account of the Borrower or any Restricted Subsidiary of the Borrower (provided that the Borrower hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted SubsidiarySubsidiaries) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any such Restricted Subsidiary; provided 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, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityAggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such LenderXxxxxx’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such LenderXxxxxx’s Revolving Credit Commitment Commitment, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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. 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 L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders and the Borrowers set forth in this Section 2.03, 2.03 and elsewhere in the case of Bank of America, N.A., Loan Documents and subject to continue and, for a period of 364 days after the Closing Date (which period may be extended conditions precedent set forth in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C IssuerSection 4.02, (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 the request of the Lead Borrower and for the account of the Lead Borrower or any its Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Lead Borrower or any its Restricted SubsidiarySubsidiaries; provided 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, Credit if as of the date of such L/C Credit Extension Extension, (xw) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facilitylesser of the Line Cap and, subject to Section 2.02(h) and (i), the Borrowing Base at such time, (yx) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment or Commitment, (zy) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit SublimitSublimit or (z) the conditions precedent set forth in Section 4.02 are not satisfied with respect to such L/C Credit Extension as of the date of such L/C Credit Extension; it being acknowledged and agreed that, to the extent the Lead Borrower and an L/C Issuer have agreed upon a maximum aggregate face amount of outstanding Letters of Credit with respect to such L/C Issuer, such L/C Issuer shall have no obligation to issue, amend, increase or extend any Letter of Credit issued or to be issued by it if such issuance, amendment, increase or extension shall (after giving effect thereto) cause the maximum aggregate face amount of outstanding Letters of Credit issued or to be issued by it to exceed the applicable foregoing maximum aggregate face amount with respect to such L/C Issuer, (B) the maximum aggregate face amount of Letters of Credit so established, increased or decreased as provided in the foregoing clause (A) shall not in any event exceed the aggregate amount of the Letter of Credit Sublimit then in effect and (C) no such establishment, increase or decrease of such maximum aggregate face amount of Letters of Credit shall increase such L/C Issuer’s Revolving Credit Commitment in its capacity as a Revolving Credit Lender without its consent pursuant to Section 10.01. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. 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 the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 for at the account request of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued Agent for the account of any Restricted Borrower or any Subsidiary on a joint thereof and several basis with such Restricted Subsidiary) for the benefit of any Borrower or any Subsidiary thereof, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and subsection (2b) to honor drafts under the Letters of Credit below; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower or and any Restricted Subsidiarydrawings thereunder; provided that no the L/C Issuer 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 CreditExtension, if as of the date of such L/C Credit Extension Extension, (xA) the aggregate Revolving Credit Outstandings of any Revolving Lender would exceed such Revolving Lender’s Revolving Credit Commitment, (B) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment Commitments or (zC) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within Each request by Borrower Agent for the foregoing limitsissuance 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. 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 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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, Euros or Sterling for the account of the Borrower (or any Restricted Subsidiary (provided that so long as the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on is a joint and several basis with co-applicant, and references to a “Borrower” in this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided that no the L/C Issuer 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 CreditCredit if, if as of the date of such L/C Credit Extension (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityExtension, (yw) the aggregate Dollar Amount of Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Dollar Amount of Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Loans, would exceed such Lender’s Revolving Credit Commitment or Commitment, (zx) the Dollar Amount of Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, (y) the aggregate Dollar Amount of Euro Revolving Credit Loans and L/C Obligations in respect of Euro Letters of Credit would exceed the Euro Sublimit or (z) the aggregate Dollar Amount of Sterling Revolving Credit Loans and L/C Obligations in respect of Sterling Letters of Credit would exceed the Sterling Sublimit. 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.,

The Letter of Credit Commitment. (i) On and after the Fifth Amendment Effective Date, all Existing Letters of Credit that were issued prior to the Fifth Amendment Effective Date shall continue to be Letters of Credit issued hereunder in respect of the Revolving Credit Commitments on the same terms as applicable to it immediately prior to the Fifth Amendment Effective Date, without need for any further action by a Borrower, any L/C Issuer or any other Person, and each Revolving Credit Lender shall be deemed to have acquired, on the Fifth Amendment Effective Date, a risk participation in each such Letter of Credit in an amount equal to such Lender’s Pro Rata Share of the Revolving Credit Facility multiplied by the amount of such Letter of Credit. Subject to the terms and conditions set forth herein, (A) each L/C Issuer of a Tranche of the Revolving Credit Facility agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 Dollars under the Dollar Tranche or in Dollars or an Alternative Currency under the Multicurrency Tranche for the account of the Lux Borrower or any Restricted Subsidiary (provided that the Borrower Borrowers hereby irrevocably agrees agree to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any other Borrower or any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders under any Tranche severally agree to participate in Letters of Credit issued for the account of the Lux Borrower or any Restricted Subsidiary; provided 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 (w) the L/C Obligations of such L/C Issuer would exceed the Letter of Credit Sublimit of such L/C Issuer , (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any LenderLender under the applicable Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C ObligationsObligations under such Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans under such Tranche would exceed such Lender’s Revolving Credit Commitment under such Tranche or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters certain of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) its Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or certain of its Subsidiaries and any Restricted Subsidiarydrawings thereunder; provided that no L/C Issuer shall be obligated after giving effect 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 (x) the Total Revolving Credit Outstandings would shall not exceed the Revolving Credit FacilityAggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans would shall not exceed such Lender’s Revolving Credit Commitment or Commitment, and (z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower 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 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. 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 the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 for the account of the Borrower (or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted the Borrower for the benefit of a Subsidiary on thereof, in a joint and several basis with such Restricted Subsidiary) form acceptable to the L/C Issuer), and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided that no the L/C Issuer 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, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityAggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Committed Loans of any Lender, plus such Lender’s 's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s 's Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment 's Commitment, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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 until the foregoing periodLetter of Credit Expiration Date, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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, Euros or Sterling for the account of the Borrower (or any Restricted Subsidiary (provided that so long as the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on is a joint and several basis with co-applicant, and references to a “Borrower” in this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided that no the L/C Issuer 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 CreditCredit if, if as of the date of such L/C Credit Extension (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityExtension, (yw) the aggregate Dollar Amount of Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Dollar Amount of Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Loans, would exceed such Lender’s Revolving Credit Commitment or Commitment, (zx) the Dollar Amount of Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, (y) the aggregate Dollar Amount of Euro Revolving Credit Loans and L/C Obligations in respect of Euro Letters of Credit would exceed the Euro Sublimit or (z) the aggregate Dollar Amount of Sterling Revolving Credit Loans and L/C Obligations in respect of Sterling Letters of Credit would exceed the Sterling Sublimit. 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. 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; provided that to the extent any Existing Letter of Credit was issued by a Person that is not a party to this Agreement, the obligations of the Borrower to the L/C Issuer under this Section 2.03 in respect of such Existing Letter of Credit shall instead be obligations of the Borrower to such Person, and such Person shall be entitled to all the rights, remedies and protections set forth in this Agreement and the other Loan Documents in respect of such Existing Letter of Credit as though it were the L/C Issuer.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder, and each Lender shall thereupon acquire a participation interest therein in accordance with its Pro Rata Share and the terms of this Section. Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate ratably in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided that no the L/C Issuer 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, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit FacilityCommitments, (y) the aggregate Outstanding Amount of the Committed Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment Commitment, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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. 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) On and after the Closing Date the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof (i) Existing Letters of Credit denominated in Dollars will be deemed to have been issued under the Dollar Tranche and (ii) Existing Letters of Credit denominated in any Alternative Currency will be deemed to have been issued under the Multicurrency Tranche, in each case on the Closing Date. Subject to the terms and conditions set forth herein, (A) each L/C Issuer of a Tranche of the Revolving Credit Facility agrees, in reliance upon the agreements of the other Revolving Credit Lenders of such Tranche set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 under the Dollar Tranche or the Multicurrency Tranche for the account of the any Borrower or any Restricted Subsidiary Party (provided that the Borrower Borrowers hereby irrevocably agrees agree to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary other Borrower or any Borrower Party on a joint and several basis with such Restricted SubsidiaryBorrower Party) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders under any Tranche severally agree to participate in Letters of Credit issued for the account of the any Borrower or any Restricted SubsidiaryParty; provided 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 (w) the Outstanding Amount of such L/C Issuer’s L/C Obligation would exceed its L/C Commitment (unless otherwise agreed by the applicable L/C Issuer in its sole discretion), (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any LenderLender under the applicable Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C ObligationsObligations under such Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans under such Tranche would exceed such Lender’s Revolving Credit Commitment under such Tranche or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.04, (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 for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.04(b), and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided provided, 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, Credit if as of the date of such L/C Credit Extension or after giving effect thereto, (w) the Total Revolving Outstandings would exceed the Aggregate Revolving Credit Commitments, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Lender would exceed such Lender’s Revolving Credit Commitment or Commitment, (zy) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit SublimitSublimit or (z) the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by such L/C Issuer would exceed such 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 for the account of the Borrower or (provided, that any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters Letter of Credit issued may be for the account benefit of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiaryof the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiarypursuant to this Section 2.03; provided 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 Extension, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Lender would exceed such Lender’s Revolving Credit Commitment or Commitment, (zy) the Outstanding Amount outstanding principal amount of the L/C Obligations at such time would exceed $50,000,000 or (z) any Revolving Credit Lender is at that time a Defaulting Lender, if after giving effect to Section 2.16, any Defaulting Lender Fronting Exposure remains outstanding, unless such L/C Issuer has entered into arrangements, including the delivery of cash collateral, reasonably satisfactory to such L/C Issuer with the Borrower or such Lender to eliminate such L/C Issuer’s Defaulting Lender Fronting Exposure arising from either the Letter of Credit Sublimitthen proposed to be issued or such Letter of Credit and all other LC Obligations as to which such L/C Issuer has Defaulting Lender Fronting Exposure. 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateDate (in conformity with Section 2.03(a)(ii)(B)), to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Borrower Company, on its own behalf or on behalf of any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued Wholly Owned Subsidiary, or for the account of any Restricted Subsidiary Loan Party on a joint and several basis with such Restricted Subsidiary) its own behalf, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company (or on behalf of any Restricted Wholly Owned Subsidiary) or on behalf of any Loan Party and any drawings thereunder (which, subject to Section 3.06, may be through any domestic or foreign branch or Affiliate of such Lender); provided that no L/C Issuer shall be obligated after giving effect 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 (x) the Total Revolving Credit Outstandings would shall not exceed the Revolving Credit FacilityAggregate Commitments, and (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share Applicable Percentage (as may be required to be adjusted pursuant to Section 2.18(a)(iv)) of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage (as may be required to be adjusted pursuant to Section 2.18(a)(iv)) of the Outstanding Amount of all Swing Line Loans would shall not exceed such Lender’s Revolving Commitment. Multi-Issuer Letters of Credit Commitment may be issued in Dollars or (zin Alternative Currencies. Each request for a Letter of Credit shall designate whether such Letter of Credit shall be issued as a Multi-Issuer Letter of Credit under Section 2.03(m) or as a Fronted Letter of Credit. This Section 2.03 shall apply to all Multi-Issuer Letters of Credit; provided that in the Outstanding Amount case of any inconsistency between the general provisions of Section 2.03 and Section 2.03(m), the provisions of Section 2.03(m) shall govern Multi-Issuer Letters of Credit. Each request by the Company or a Loan Party for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company or such Loan Party that the L/C Obligations would exceed Credit Extension so requested complies with the Letter conditions set forth in the provisos to the first sentence of Credit Sublimitthis paragraph. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s and the Loan Parties’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company and the Loan Parties 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each any L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) certain Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided 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, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityAggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s 's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment 's Commitment, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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. 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 L/C Issuer (except the Existing L/C Issuer) agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.26, (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 for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters Letter of Credit may be for the benefit of any Subsidiary of the Company and may be issued for the account of any Restricted Subsidiary on a joint and several basis with such account of the Borrower and a Restricted Subsidiary) Subsidiary to the extent otherwise permitted by this Agreement and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.26(b), and (2) to honor drafts under the Letters of Credit and (B) the Participating Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiarypursuant to this Section 2.26; provided 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, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Exposure of any Participating Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Lender would exceed such Lender’s Participating Revolving Credit Commitment or (zy) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit provided further that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit if as of the date of such L/C Credit Extension, after such L/C Credit Extension, the Outstanding Amount of the L/C Obligations in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s Letter of Credit Issuer Sublimit. 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. All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit subject to the terms hereof. Notwithstanding the foregoing, the Existing L/C Issuer will be the L/C Issuer only with respect to the Existing Letters of Credit referred to in the prior sentence.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) its Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any Restricted Subsidiarydrawings thereunder; provided that no L/C Issuer shall be obligated after giving effect 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 (x) the Total Revolving Credit Outstandings would shall not exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would each Revolving Credit Lender shall not exceed such LenderXxxxxx’s Revolving Credit Commitment or Commitment, and (z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower 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 and the immediately succeeding sentence. The Borrower agrees that it will not request, and the L/C Issuer shall have no obligation to issue, any Letter of Credit the proceeds of which would be made available to any Person (I) to fund any activity or business of or with any Sanctioned Person or in any Sanctioned Countries, that, at the time of such funding, is the subject of any Sanctions or (II) in any manner that would result in a violation of any Sanctions by any party to this Agreement. 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.. (ii) The L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the 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 74 US-DOCS\117476656.1136335661.3

The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 an Approved Alternate Currency for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on that, any Letters Letter of Credit issued may be for the account benefit of any Restricted Subsidiary on of the Borrower; provided, further, to the extent any such Subsidiary is not a joint Loan Party, such Letter of Credit shall be deemed an Investment in such Subsidiary and several basis with such Restricted Subsidiaryshall only be requested so long as it is permitted under Section 7.02) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit issued by it and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiarypursuant to this Section 2.03; provided 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, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Exposure of any Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Lender would exceed such Lender’s Revolving Credit Commitment or Commitment, (zy) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, or (z) the Letter AMERICAS 94626185 of Credit giving rise to such L/C Credit Extension has a stated expiry date after the Maturity Date with respect to Non-Extended Revolving Credit Commitments and the aggregate stated amount of all Letters of Credit having stated expiry dates after such Maturity Date, when added to the aggregate Revolving Credit Exposure of all 2018 Extending Revolving Credit Lenders (exclusive of L/C Obligations) as of such date, would exceed the aggregate amount of 2018 Extended Revolving Credit Commitments then in effect; provided, further, that notwithstanding anything herein to the contrary, DBNY shall have no obligation to issue trade or commercial Letters of Credit. 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 expired, terminated or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to be issued hereunder 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) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) certain Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided that no the L/C Issuer 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, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings Outstanding Amount of all L/C Obligations and Loans would exceed the Revolving Credit FacilityAggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Obligations would exceed such Lender’s Revolving Credit Commitment Commitment, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary, but in no event shall any Controlled Non-U.S. Subsidiary, any FSHCO or any direct or indirect Subsidiary of a Controlled Non-U.S. Subsidiary be responsible for any amounts drawn on any Letters of Credit issued for the account of the Borrower or a U.S. Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drafts and other demands for payment under a Letter of Credit that complies with the Letters terms of such Letter of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiary; provided 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 (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided further that no L/C Issuer identified in clause (a) of the definition thereof shall have any obligation to make an L/C Credit Extension if, after giving effect thereto, the L/C Obligations in respect of Letters of Credit issued by such L/C Issuer would exceed, in the case of (i) Xxxxxx Xxxxxxx, $7,000,000 and (ii) Barclays Bank PLC, $3,000,000 (it being understood and agreed that, subject to the Letter of Credit Sublimit, any such L/C Issuer may issue Letters of Credit in excess of such amounts in its sole discretion upon request of any Borrower). 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 been terminated or that have been drawn upon and reimbursed. All Letters of Credit shall be denominated in Dollars.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (1x) 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 for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters Letter of Credit issued may be for the account benefit of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiaryof the Borrower) and to amend amend, renew or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drafts drawings under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiarypursuant to this Section 2.03; provided that no the L/C Issuer shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, Credit if as of the date of such the applicable L/C Credit Extension Extension, (xw) the Total Revolving Credit Outstandings would exceed if the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Lender would exceed such Lender’s Revolving Credit Commitment or Commitments, (zx) the Outstanding Amount of the all L/C Obligations would exceed the Letter of Credit SublimitSublimit or (y) the Letter of Credit giving rise to such L/C Credit Extension has a stated expiry date after the Maturity Date with respect to Non-Extended Revolving Credit Commitments and the aggregate stated amount of all Letters of Credit having stated expiry dates after such Maturity Date, when added to the aggregate Revolving Credit Exposure of all Extended Revolving Credit Lenders (exclusive of L/C Obligations) as of such date, would exceed the aggregate amount of the Extended Revolving Credit Commitments then in effect. 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. All Letters of Credit shall be issued on “sight-basis” only which means that any Letter of Credit shall be honored for payment by the L/C Issuer at the time the Letter of Credit is presented for payment and not at a later date or time. Each Appropriate Lender’s risk participation in each outstanding Letter of Credit shall be automatically adjusted on each Maturity Date for any of the Revolving Credit Facilities as, and to the extent, provided in Section 2.06(d).

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 Euros for the account of (i) in the case of any Letter of Credit issued at the request of the Company, the Company or any of its Subsidiaries or (ii) in the case of any Letter of Credit issued at the request of a Designated Borrower, such Designated Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) its Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrowers or their respective Subsidiaries and any Restricted Subsidiarydrawings thereunder; provided that no L/C Issuer shall be obligated after giving effect 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 (x) the Total Revolving Credit Outstandings would shall not exceed the Revolving Credit FacilityAggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Committed Loans of any Lender, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans would shall not exceed such Lender’s Revolving Credit Commitment or Commitment, and (z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by a Borrower 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, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. 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 L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Facility Expiration Date, to issue Letters of Credit for the account of the Borrower or any Restricted Subsidiary Subsidiary, which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitment (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of the Borrower or any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary, but in no event shall any CFC or CFC Holdco be responsible for any amounts drawn on any Letters of Credit issued for the account of the Borrower or a Domestic Subsidiary) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drafts drawings under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiary; provided 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 Extension, after giving effect to such L/C Credit Extension, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit SublimitSublimit (or with respect to any L/C Issuer, exceed such L/C Issuer’s Letter of Credit 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 been terminated or that have been drawn upon and reimbursed. All Letters of Credit shall be denominated in Dollars; provided, that notwithstanding anything herein to the contrary, no L/C Issuer shall be required to issue trade or commercial letters of credit without its prior written consent.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit and may be issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiaryaccount of the Borrower and a Subsidiary of the Borrower to the extent otherwise permitted by this Agreement) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiarypursuant to this Section 2.03; provided that no the L/C Issuer 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, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Exposure of any Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Lender would exceed such Lender’s Revolving Lendxx’x Xevolving Credit Commitment or (zy) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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 contained herein to the contrary, Letter of Credit Applications (as defined below) by the Borrower and communications by the Administrative Agent and the L/C Issuer may be made and transmitted pursuant to electronic codes and security measures mutually agreed upon and established by and among the Borrower and the L/C Issuer. The Borrower hereby authorizes the L/C Issuer and the Administrative Agent to accept, act upon, and treat as genuine and original (but without any obligation of the L/C Issuer or the Administrative Agent to do any of the foregoing) applications, authorizations, and other requests regardless of the manner communicated, including those sent or communicated via overnight courier, certified or non-certified mail, fax, email, electronic code, or phone, so long as the Administrative Agent does not have actual knowledge that a particular application, authorization, or other request is not authorized by the Borrower.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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, Euros or Sterling for the account of the Borrower BorrowersBorrower (or any Restricted Subsidiary (provided that the so long as athe Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on is a joint and several basis with co-applicant, and references to a “Borrower” in this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiaryrelevant Borrower; provided that no the L/C Issuer 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 CreditCredit if, if as of the date of such L/C Credit Extension (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityExtension, (yw) the aggregate Dollar Amount of Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Dollar Amount of Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Loans, would exceed such Lender’s Revolving Credit Commitment or Commitment, (zx) the Dollar Amount of Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, (y) the aggregate Dollar Amount of Euro Revolving Credit Loans and L/C Obligations in respect of Euro Letters of Credit would exceed the Euro Sublimit or (z) the aggregate Dollar Amount of Sterling Revolving Credit Loans and L/C Obligations in respect of Sterling Letters of Credit would exceed the Sterling Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the relevant Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the suchthe 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. 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; provided that to the extent any Existing Letter of Credit was issued by a Person that is not a party to this Agreement, the obligations of the BorrowersBorrower to the L/C Issuer under this Section 2.03 in respect of such Existing Letter of Credit shall instead be obligations of the BorrowersBorrower to such Person, and such Person shall be entitled to all the rights, remedies and protections set forth in this Agreement and the other Loan Documents in respect of such Existing Letter of Credit as though it were the L/C Issuer.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each Lthe Tranche X X/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders of such Class set forth in this Section 2.03, in (1) from time to time on any Business Day during the case period from the ClosingThird Amendment Effective Date until the Tranche B Letter of Bank of America, N.A.Credit Expiration Date, to continue and, for a period issue Tranche B Letters of 364 days after the Closing Date (which period may be extended Credit denominated in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement Dollars for the account of the Borrower (or any Restricted Subsidiary so long as the Existing Letters of Credit issued by it until Borrower is a joint and several co-applicant, and references to the scheduled expiration or earlier termination thereof “Borrower” in this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunderB) and, in the case of each other L/C IssuerIssuer of any applicable Class agrees, (1) in reliance upon the agreements of the other Revolving Credit Lenders of such Class set forth in this Section 2.03, from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateDate of such Class, to issue Letters of Credit for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary1) and to amend or renew Letters of Credit of such 51 Class previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit of such Class; and (BBC) the Revolving Credit Lenders of such Class severally agree to participate in Letters of Credit of such Class issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided that no the applicable L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of CreditCredit of such Class, and no Lender of such Class shall be obligated to participate in any Letter of CreditCredit of such Class if, if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of such Class of any LenderRevolving Credit Lender of such Class, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C ObligationsObligations of such Class, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans of such Class, would exceed such Lender’s Revolving Credit Commitment in respect of such Class or (zy) the Outstanding Amount of the L/C Obligations of such Class would exceed the applicable Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Tranche B Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Tranche B Letters of Credit to replace Tranche B Letters of Credit that have expired or that have been drawn upon and reimbursed. As of the Tranche A Letter of Credit Expiration Date, each Tranche A Rollover Letter of Credit shall be deemed, for all purposes of this Agreement (including paragraphs (c), (d) and (e) of this Section), to be a Tranche B Letter of Credit issued hereunder.

The Letter of Credit Commitment. (ia) Subject to the terms and conditions set forth herein, (A) each L/C Issuer Fronting Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer3.1, (1) from time to time on any Business Day during the period from and including the Closing Date until to but not including the Letter of Credit Expiration Termination Date, to issue Issue Fronted Letters of Credit denominated in Dollars or one or more Foreign Currencies for the account of each Account Party in accordance with Section 3.2, and (2) to honor drawings under the Borrower or any Restricted Subsidiary (provided that Fronted Letters of Credit; and the Borrower hereby irrevocably agrees Lenders severally agree to reimburse the applicable L/C Issuer for amounts drawn on any participate in Fronted Letters of Credit issued for the account of such Account Party and any Restricted Subsidiary drawings thereunder; (B) each Lender severally agrees, (1) from time to time on a joint any Business Day during the period from and several basis with including the Closing Date to but not including the Termination Date, to Issue such Restricted Subsidiary) and to amend or renew Lender’s Pro Rata Share of the Stated Amount of Several Letters of Credit previously issued by itdenominated in Dollars or one or more Foreign Currencies at the request of and for the account of each Account Party, in accordance with Section 2.03(b3.2 (except such Letters of Credit as to which it has advised that it is a Participating Bank), and (2) to honor drafts its Pro Rata Share of drawings under the Several Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiary; provided 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 each Fronting Bank who has agreed to front for a Participating Bank under Several Letters of Credit hereby agrees that it shall be obligated severally (and not jointly) liable for an amount equal to participate in any Letter of Credit, if as its Pro Rata Share of the date of such L/C Credit Extension (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Stated Amount of the Revolving Credit Loans of any Lender, plus such LenderParticipating Bank’s Pro Rata Share of the Outstanding Stated Amount under each Several Letter of all L/C Obligations, plus Credit and each Participating Bank hereby agrees to purchase a risk participation in the obligations of the relevant Fronting Bank under any such LenderSeveral Letter of Credit in an amount equal to such Participating Bank’s Pro Rata Share of the Outstanding Amount Stated Amount; provided that no Letter of all Swing Line Loans Credit shall be Issued at any time if, immediately after giving effect thereto, (A) any Lender’s Revolving Credit Exposure would exceed such Lender’s Revolving Credit Commitment or Commitment, (zB) the Outstanding sum of the aggregate Revolving Credit Exposures of all Lenders would exceed the Aggregate Revolving Commitments at such time, (C) the Dollar Amount of the L/C Obligations attributable to the Account Party requesting such Issuance exceeds the Borrowing Base of such Account Party at such time, (D) any of the circumstances described in Section 3.1(b) or 3.1(c) shall then exist or (E) the aggregate amount of L/C Exposure would exceed the L/C Sublimit at such time (provided, however, that, in the sole discretion of a Fronting Bank for Fronted Letters of Credit, and upon notice of such election to the Lenders, such Fronting Bank may Issue Fronted Letters of Credit notwithstanding this clause (E)). Each request by an Account Party for the issuance or amendment of a Letter of Credit Sublimitshall be deemed to be a representation by such Account Party that the Issuance 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 Account Parties’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Account Parties 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the Fronting L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.01, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Commitment Termination Date, to issue Fronted Letters of Credit for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) , and to amend or renew extend Fronted Letters of Credit previously issued by it, and (2) to honor drawings under the Fronted Letters of Credit; (B) each Lender agrees, through the Several L/C Agent, (1) from time to time on any Business Day during the period from the Closing Date until the Commitment Termination Date, to issue severally, and for itself alone, Several Letters of Credit at the request of and for the account of the Borrower or any Subsidiary in accordance with Section 2.03(b)such Lender’s Applicable Percentage of the aggregate stated amounts of such Several Letters of Credit, and to amend or extend Several Letters of Credit previously issued by it, and (2) to honor drafts severally, and for itself alone, drawings under the Several Letters of Credit and in an amount equal to its Applicable Percentage of such drawings; (BC) the Revolving Credit Lenders severally agree to participate in Fronted Letters of Credit issued for the account of the Borrower or any Restricted SubsidiarySubsidiary and any drawings thereunder in accordance with their Applicable Percentages; provided that no (D) with respect to any Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer shall under any Several Letter of Credit to be obligated issued pursuant hereto, each Limited Fronting Lender, in reliance upon the agreements of such Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer set forth in this Section 2.01, agrees to make issue through the Several L/C Agent, in addition to or as a part of the Several Letters of Credit it has agreed to issue on its own behalf, severally any such Several Letter of Credit, for the account of the Borrower or any Subsidiary, in an amount equal to such Affected Lender’s or Non-NAIC Approved Bank’s, as applicable, Applicable Percentage of the stated amount of such Several Letter of Credit, and to amend or extend each such Several Letter of Credit previously issued by it as a Limited Fronting Lender for such Participating L/C Issuer; and (E) with respect to any Several Letter of Credit issued by a Limited Fronting Lender pursuant to clause (D) preceding, each applicable Affected Lender or Non-NAIC Approved Bank, as applicable, agrees to purchase participations in the obligations of such Limited Fronting Lender under such Several Letter of Credit in an amount equal to all of the credit exposure of such Limited Fronting Lender (solely in its capacity as a Limited Fronting Lender for such Affected Lender or Non-NAIC Approved Bank, as applicable) under such Several Letter of Credit; provided that after giving effect to any L/C Credit Extension Extension, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment (except as provided in clauses (A), (D) and (E), as applicable, above for the Fronting L/C Issuer or a Limited Fronting Lender) and (z) the aggregate stated amount of Fronted Letters of Credit shall not exceed $500,000,000 at any time (for the avoidance of doubt, no Several Letter of Credit with respect to which any Lender is acting as a Limited Fronting Lender or a Confirming Bank shall be deemed to be a Fronted Letter of CreditCredit for this purpose). Each request by the Borrower or any Subsidiary for the issuance, and no Lender amendment or extension of a Letter of Credit shall be obligated deemed to participate in any Letter of Credit, if as of be a representation by the date of such Borrower that the L/C Credit Extension (x) so requested complies with the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimitconditions set forth in this Agreement. 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Revolver Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.14, (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 for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) its Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Revolver Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiaryand its Subsidiaries; provided that no the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolver Lender shall be obligated to participate in in, any Letter of Credit, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings Outstanding Amount of all L/C Obligations and all Committed Revolver Loans would exceed the Revolving Credit Aggregate Committed Sum under the Revolver Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Committed Revolver Loans of any Revolver Lender, plus such Revolver Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Revolver Lender’s Revolving Credit Commitment Committed Sum under the Revolver Facility, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 Dollars for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) its Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided that no the L/C Issuer 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, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit FacilityCommitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 Dollars for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) its Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided that no the L/C Issuer 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, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the lesser of the Aggregate Revolving Credit FacilityCommitments and the Borrowing Base, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed the lesser of such Lender’s Revolving Credit Commitment and an amount equal to such Lender’s Pro Rata Share times the Borrowing Base or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.04, (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 US Dollars or in one or more Alternative Currencies (but in the case of any Alternative Currency other than Euro or Sterling, only if such Alternative Currency shall have been approved by such L/C Issuer as provided in Section 1.05) for the account of the Borrower or any Restricted Subsidiary (provided that or, so long as the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on is a joint and several basis co-applicant with such Restricted Subsidiary) respect thereto, any other Subsidiary of Ultimate Parent, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b2.04(b), and (2) to honor drafts complying drawings under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryCredit; provided that no L/C Issuer shall be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender (w) the Total Outstandings shall be obligated to participate in any Letter of Creditnot exceed the Aggregate Commitments, if as of the date of such L/C Credit Extension (x) the Total Revolving Credit Outstandings would aggregate Outstanding Amount of all Bid Loans, all Committed Loans and all L/C Obligations denominated in Alternative Currencies or Discretionary Alternative Currencies shall not exceed the Revolving Credit FacilityAlternative Currency Sublimit, (y) the aggregate Outstanding Amount of the Revolving Credit Committed Loans of any Lender, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans would (excluding, in the case of the Swing Line Lender only, its Applicable Percentage of the Outstanding Amount of all Swing Line Loans outstanding at such time as to which the other Lenders shall not have funded their participations), plus, in the case of the Swing Line Lender only, the aggregate Outstanding Amount of all Swing Line Loans outstanding at such time as to which the other Lenders shall not have funded their participations, shall not exceed such Lender’s Revolving Credit Commitment or Commitment, and (z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for any L/C Credit Extension will 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 will be fully revolving, and accordingly the Borrower mayaccordingly, during the foregoing period, obtain Letters of Credit may be obtained to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. 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) 1. Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 (subject to the limitation set forth below) in one or more Alternative Currencies for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) its Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any Restricted Subsidiarydrawings thereunder; provided that no L/C Issuer shall be obligated that, after giving effect 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 (xw) the Total Revolving Credit Outstandings would shall not exceed the Aggregate Revolving Credit FacilityCommitments, (yx) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans would shall not exceed such Lender’s Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of all L/C Obligations and all Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit and (z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower 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. 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. Notwithstanding anything to the contrary contained herein, Letters of Credit denominated in Alternative Currencies may only be issued by Bank of America and up to two other Lenders, in their capacities as L/C Issuer.

The Letter of Credit Commitment. (a) (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer3.1, (1) from time to time on any Business Day during the period from the Transaction Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower Company or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) Borrower, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or any Restricted SubsidiarySubsidiary Borrower and any drawings thereunder; provided that no L/C Issuer shall be obligated before or after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall (x) the Dollar Amount of the Revolving Credit Obligations at such time would not exceed the Adjusted Aggregate Commitment at such time (as such amount may be obligated increased from time to participate time as provided in Section 2.5(b)) calculated as of the date of issuance of any Letter of Credit, if (y) the Dollar Amount of the Financial Credit Obligations at such time would not exceed the Financial Credit Sublimit as of the date of issuance of any Letter of Credit or (z) the Dollar Amount of all Letters of Credit issued by such Issuing Bank would not exceed the Issuing Bank Sublimit of such Issuing Bank. Each request by a Person for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrowers that the L/C Credit Extension (x) so requested complies with the Total Revolving Credit Outstandings would exceed conditions set forth in the Revolving Credit Facility, (y) proviso to the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimitpreceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 Dollars for the account of the Borrower Borrowers or any Restricted Subsidiary of their Subsidiaries (provided that the Borrower Borrowers hereby irrevocably agrees agree to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary of a Borrower on a joint and several basis with such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), ; and (2) to honor drafts under the Letters of Credit issued by such L/C Issuer and (B) the Revolving Credit Lenders under any Revolving Facility severally agree to participate in Letters of Credit issued for the account of the any Borrower or any Restricted Subsidiary; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to issue any Letter of CreditCredit if, and no Lender shall be obligated to participate in any Letter of Credit, if as of the date of such L/C Credit Extension issuance (xand after giving effect thereto) (w) with respect to any Revolving Facility, the sum of the Total Revolving Credit Outstandings under such Revolving Facility would exceed the Revolving Credit Commitments in respect of such Revolving Facility, (yx) with respect to any Revolving Facility, the aggregate Outstanding Amount of the Revolving Credit Loans of any LenderLender under such Revolving Facility, plus the amount of such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus Obligations under such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Revolving Facility would exceed such Lender’s Revolving Credit Commitment under such Revolving Facility, or (zy) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 for the account of the Borrower (or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued jointly for the account of the Borrower and any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) ), and to amend or renew Letters of Credit previously issued by itsuch L/C Issuer, in accordance with Section 2.03(b)clause (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Creditmake, and no Lender shall be obligated to participate in in, any Letter of Credit, L/C Credit Extension if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityAggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Committed Loans of any Lender, Lender plus such Lender’s 's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Obligations and Swing Line Loans would exceed the amount of such Lender’s Revolving Credit 's Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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 revolvingrevolving and, and accordingly 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.

The Letter of Credit Commitment. (i) Subject 4.Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 for the account of the Borrower or (provided, that any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters Letter of Credit issued may be for the account benefit of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiaryof the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiarypursuant to this Section 2.03; provided 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 Extension, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Lender would exceed such Lender’s Revolving Credit Commitment or Commitment, (zy) the Outstanding Amount outstanding principal amount of the L/C Obligations at such time would exceed $50,000,000 or (z) any Revolving Credit Lender is at that time a Defaulting Lender, if after giving effect to Section 2.16, any Defaulting Lender Fronting Exposure remains outstanding, unless such L/C Issuer has entered into arrangements, including the delivery of cash collateral, reasonably satisfactory to such L/C Issuer with the Borrower or such Lender to eliminate such L/C Issuer’s Defaulting Lender Fronting Exposure arising from either the Letter of Credit Sublimitthen proposed to be issued or such Letter of Credit and all other LC Obligations as to which such L/C Issuer has Defaulting Lender Fronting Exposure. 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, agrees (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 for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any and such Letters of Credit may be issued for the account benefit of the Borrower or any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) of the QRC Subsidiaries), and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided that no the L/C Issuer 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 Extension, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit FacilityO&G Development Loan Commitment, (y) the aggregate Outstanding Amount of the Revolving Credit O&G Development Loans of any Lender, plus such Lender’s 's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Obligations would exceed such Lender’s 's Revolving Credit O&G Development Loan Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer the Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Availability Expiration Date, to issue Letters of Credit for the account of the Borrower and in the name of the Borrower or any of its Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)2.3(b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided that no L/C Issuer the Issuing Bank 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 in, any Letter of Credit, Credit if as of the date of such L/C Credit Extension Extension, (w) with respect to any renewal, extension or amendment to any previously issued Letter of Credit, the Restricted Subsidiary in whose name such Letter of Credit was originally issued (or was most recently renewed, extended or amended, if applicable) has become, or been redesignated as, an Unrestricted Subsidiary, (x) the Total Revolving Credit Outstandings Outstanding Amount of all L/C Obligations and all Loans would exceed the Revolving Credit Facilitylesser of (A) the Aggregate Commitments on such date and (B) the Borrowing Base then in effect, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Percentage Share of the Outstanding Amount of all L/C Obligations, plus Obligations would exceed the lesser of (A) such Lender’s Pro Rata Commitment Amount or (B) such Lender’s Percentage Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment Borrowing Base then in effect, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders and the Borrower set forth in this Section 2.03, 2.03 and elsewhere in the case of Bank of America, N.A., Loan Documents and subject to continue and, for a period of 364 days after the Closing Date (which period may be extended conditions precedent set forth in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C IssuerSection 4.02, (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, Euros, Sterling or an Alternative Currency (including, with respect to any Alternative Currency, the Dollar Equivalent of such Alternative Currency) at the request of and for the account of the Borrower or any its Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any its Restricted SubsidiarySubsidiaries; provided 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, Credit if as of the date of such L/C Credit Extension Extension, (xw) the Total Revolving Credit Outstandings would exceed the aggregate Revolving Credit FacilityCommitments of all Revolving Credit Lenders, (yx) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Obligations would exceed such Lender’s Revolving Credit Commitment or (zafter giving effect to the addition of any Additional Arrangers), (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit SublimitSublimit or (z) the conditions precedent set forth in Section 4.02 are not satisfied with respect to such L/C Credit Extension as of the date of such L/C Credit Extension; provided, further, that (A) the aggregate face amount of outstanding Letters of Credit issued by CS, Xxxxxx Xxxxxxx, JPM, RBC, UBS and GS, as applicable, in its capacity as an L/C Issuer, at no time shall exceed (I) with respect to CS, $8,400,000 (or such other amount as separately agreed upon between CS and the Borrower), (II) with respect to Xxxxxx Xxxxxxx and its Affiliates, $8,400,000 (or such other amount as separately agreed upon between Xxxxxx Xxxxxxx and the Borrower), (III) with respect to JPM, $18,400,000 (or such other amount as separately agreed upon between JPM and the Borrower), (IV) with respect to RBC, $5,600,000 (or such other amount as separately agreed upon between RBC and the Borrower), (V) with respect to UBS, $2,100,000 (or such other amount as separately agreed upon between UBS and the Borrower) and (VI) with respect to GS, $2,100,000 or such other amount as separately agreed upon between GS and the Borrower), in each case, without the prior written consent of the Borrower and CS, Xxxxxx Xxxxxxx, JPM, RBC, UBS, or GS, as applicable; it being acknowledged and agreed that no other consent (including pursuant to Section 10.01) will be required to increase or decrease such maximum aggregate face amount and only the consent of the Borrower and the applicable L/C Issuer will be required to establish, increase or decrease the maximum aggregate face amount of outstanding Letters of Credit issued by any L/C Issuer with respect to such L/C Issuer, and none of CS, Xxxxxx Xxxxxxx, JPM, RBC, UBS or GS or, to the extent the Borrower and such L/C Issuer have agreed upon a maximum aggregate face amount of outstanding Letters of Credit with respect to such L/C Issuer, any other L/C Issuer shall have any obligation to issue, amend, increase or extend any Letter of Credit issued or to be issued by it if such issuance, amendment, increase or extension shall (after giving effect thereto) cause the maximum aggregate face amount of outstanding Letters of Credit issued or to be issued by it to exceed the applicable foregoing maximum aggregate face amount with respect to such L/C Issuer, (B) the maximum aggregate face amount of Letters of Credit so established, increased or decreased as provided in the foregoing clause (A) shall not in any event exceed the aggregate amount of the Letter of Credit Sublimit then in effect, (C) no such establishment, increase or decrease of such maximum aggregate face amount of Letters of Credit shall increase such L/C Issuer’s Revolving Credit Commitment in its capacity as a Revolving Credit Lender without its consent pursuant to Section 10.01 and (D) CS, Xxxxxx Xxxxxxx, JPM, RBC, UBS, GS, and their respective Affiliates shall not be obligated to issue any commercial or documentary Letters of Credit. 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 the foregoing or anything else in this Agreement to the contrary, in no event shall any L/C Issuer that is not a 2022 Revolving Credit Lender be obligated to make any L/C Credit Extension with respect to any Letter of Credit or to participate in any Letter of Credit following the Maturity Date applicable to the 2019 Revolving Credit Commitments.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer the Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Availability Expiration Date, to issue Letters of Credit for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) certain Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection 2.3.2 below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided that no L/C Issuer the Issuing Bank 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 in, any Letter of Credit, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings Outstanding Amount of all L/C Obligations and all Loans would exceed the Revolving Credit Facilitylesser of (A) the Aggregate Commitments on such date and (B) the Borrowing Base then in effect, and, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Percentage Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Obligations would exceed such Lender’s Revolving Credit Commitment or such Lender’s Percentage Share of (zx) the Borrowing Base, or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit L/C Subfacility Expiration Date, to issue Letters of Credit denominated in Eurocurrencies for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) Borrowers, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrowers; provided that no the L/C Issuer 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 in, any Letter of Credit, Credit relating to such L/C Credit Extension if as of the date of such L/C Credit Extension Extension, (xw) the Total Revolving Credit Outstandings Outstanding Amount of all L/C Obligations and all Loans would exceed the Revolving Credit FacilityAggregate Commitments, (yx) the aggregate Outstanding Amount of the Revolving Credit Committed Loans of any Lender, plus such Lender’s 's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s 's Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment 's Commitment, or (zy) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers' ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Tranche 1 Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 U.S. Dollars, Canadian Dollars or in one or more Alternative Currencies for the account of the Borrower Company or any Restricted wholly-owned Subsidiary (provided that of the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) Company, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Tranche 1 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or any Restricted Subsidiarywholly-owned Subsidiary of the Company and any drawings thereunder; provided that the Company shall not request, and no L/C Issuer shall be obligated to make make, any L/C Credit Extension with respect to any Letter of Credit, and no Tranche 1 Lender shall be obligated to participate in any Letter of Credit, if as of the date of such L/C Credit Extension Extension, (xw) the Total Revolving Credit Tranche 1 Outstandings would exceed the Revolving Credit FacilityAggregate Tranche 1 Commitments, (yx) the aggregate Outstanding Amount of the Revolving Credit Tranche 1 Loans of any Tranche 1 Lender, plus such Tranche 1 Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Tranche 1 Lender’s Pro Rata Share of the Outstanding Amount of all U.S. Swing Line Loans would exceed such Tranche 1 Lender’s Revolving Credit Commitment Tranche 1 Commitment, or (zy) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, or (z) the aggregate Outstanding Amount of all L/C Obligations and all Tranche 1 Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit; and provided further that (i) the availability of the Aggregate Tranche 1 Commitments at any time for the making of any Tranche 1 Loans and the issuance of Letters of Credit shall be reduced by the amount of the Alternative Currency Reserve (if any), and (ii) in determining the availability of the Aggregate Tranche 1 Commitments hereunder with respect to any Escalating Credits issued or outstanding hereunder, the Aggregate Tranche 1 Commitments will be deemed to be utilized in respect of such Escalating Credits in the aggregate amount equal to the maximum aggregate amount available to be drawn under all such Escalating Credits (after giving effect to all increases). Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower 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. 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 Company certifies that Schedule 1.01-2 accurately and completely sets forth the Existing Letters of Credit.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders and the Borrower set forth in this Section 2.03, 2.03 and elsewhere in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C IssuerLoan Documents, (1x) 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 one or more Alternative Currencies for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters Letter of Credit issued may be for the account of any Restricted Subsidiary on a joint and several basis with of the Borrower so long as the Borrower is the primary obligor in respect of all Obligations arising under or in respect of such Restricted SubsidiaryLetter of Credit) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2y) to honor drafts drawings under the Letters of Credit in accordance with the respective terms and conditions of such Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiarypursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, Credit if as of the date of such the applicable L/C Credit Extension and after giving effect thereto, (xw) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Lender would exceed such Lender’s Revolving Credit Commitment or Commitments, (zx) the Outstanding Amount of the all L/C Obligations would exceed the Letter of Credit Sublimit, (y) with respect to any Letter of Credit Extension to be made in an Alternative Currency, the aggregate Outstanding Amount of the Revolving Credit Loans and L/C Obligations denominated in an Alternative Currency would exceed the Alternative Currency Limit or (z) the Letter of Credit giving rise to such L/C Credit Extension has a stated expiry date after the Maturity Date with respect to Non-Extended Revolving Credit Commitments and the aggregate stated amount of all Letters of Credit having stated expiry dates after such Maturity Date, when added to the aggregate Revolving Credit Exposure of all Extending Revolving Credit Lenders (exclusive of L/C Obligations) as of such date, would exceed the aggregate amount of the Extended Revolving Credit Commitments then in effect. 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. Each Appropriate Lender’s risk participation in each outstanding Letter of Credit shall be automatically adjusted on each Maturity Date for any of the Revolving Credit Facilities as, and to the extent, provided in Section 2.06(d).

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (1) from time to time on any Business Day during the period from the Closing First Amendment Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower and the other Loan Parties or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) their respective Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)) below, and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and the other Loan Parties or their respective Subsidiaries and any Restricted Subsidiarydrawings thereunder; provided that no L/C Issuer shall be obligated after giving effect 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 (x) the Total Revolving Credit Outstandings would shall not exceed the Revolving Credit FacilityLoan Cap, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Share Revolving Credit Facility Applicable Percentage of the Outstanding Amount of all L/C ObligationsObligations shall not exceed the aggregate Revolving Commitment of such Revolving Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment or and (z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agreesIssuers agree, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.12, (1) from 1)from time to time on any Business Day during the period from the Closing Restatement Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or any its Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)clause (b) below, and (2) to honor drafts under the Letters of Credit Credit, and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any and its Restricted SubsidiarySubsidiaries; provided that provided, 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 in, any Letter of Credit, Credit if as of the date of such L/C Credit Extension (x) Extension, the Total Revolving Credit Outstandings Exposure would exceed the Revolving Credit total Commitments under the Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment under the Facility, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (Aa) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 Company or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) its Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (Bb) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryCompany; provided 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, Credit if as of the date of such L/C Credit Extension Extension, (xv) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit FacilityCommitments or, if applicable, the 2005 Senior Note Limit, (yw) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment or Commitment, (zx) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, (y) the Total Revolving Outstandings denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (z) the Total Revolving Outstandings in respect of which a Person other than a Domestic Loan Party is primarily obligated would exceed the Designated Borrower Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower 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. 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 L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders Banks set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer2.9, (1) from time to time on any Business Day during the period from the Closing Date until prior to the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or for any Restricted Subsidiary (provided that general corporate purpose of the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) its Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) and to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders Banks severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided that (i) no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit if the aggregate amount of Letters of Credit, Canadian Letters of Credit and Sterling Letters of Credit issued by it and its Affiliates would exceed $100,000,000, and (ii) no L/C Issuer shall be obligated to issue Letters of Credit and no Lender Bank shall be obligated to participate in any Letter of Credit, Credit if as of the date of such L/C Credit Extension Extension: (xI) the Total Revolving Credit Facility Outstandings would exceed the Revolving Credit FacilityTotal Facility Amount, or (yII) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment or (z) the Outstanding Amount of the outstanding L/C Obligations would exceed the Letter of Credit Sublimit. 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. No L/C Issuer shall be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any governmental body, agency or official or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any law, rule, regulation or order applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any governmental body, agency or official with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the date hereof and which such L/C Issuer in good xxxxx xxxxx material to it; subject to Section 2.9(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless a majority of the Banks (such majority determined in relation to their respective Commitments, if the Commitments are then in effect, and if not so in effect, then determined in relation to the then Total Outstanding Amount) has approved such expiry date; the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Banks have approved such expiry date; the issuance of such Letter of Credit would violate one or more reasonable and customary commercial banking policies of such L/C Issuer generally applicable to the issuance of letters of credit and applied by such L/C Issuer to other similarly situated borrowers under similar credit facilities; or such Letter of Credit is in an initial amount less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit (or, as to Letters of Credit denominated in a currency other than Dollars, the respective currency equivalent thereof as reasonably determined by such L/C Issuer), or is to be denominated in a currency other than Dollars, Canadian Dollars, Euros, British Pounds Sterling, Swiss Francs or Japanese Yen. No L/C Issuer shall be under any obligation to amend, extend, renew or otherwise modify any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended, extended, renewed or modified form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment, extension, renewal or other modification to such Letter of Credit.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 Available Currencies for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) Borrower, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted SubsidiaryBorrower; provided 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, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit FacilityCommitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s 's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans Obligations would exceed such Lender’s 's Revolving Credit Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (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 Dollars for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) certain Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts drawings under the Letters Letter of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or and any Restricted Subsidiarydrawings thereunder; provided that no the L/C Issuer 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, Credit if as of the date of such L/C Credit Extension Extension, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityAggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment Commitment, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower 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.