LC Issuances. During the Revolving Facility Availability Period, the Borrower may request an LC Issuance at any time and from time to time to issue, for the account of the Borrower or any Subsidiary Guarantor, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in Dollars or any Designated Foreign Currency and in each case in such form as may be approved by such LC Issuer and the Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, # the LC Outstandings would exceed the LC Commitment Amount, # the Revolving Facility Exposure of any Lender would exceed such Lender’s Revolving Commitment, # the sum of # the Aggregate Revolving Facility Exposure and # the outstanding principal amount of Swing Loans, would exceed the Total Revolving Commitment, # the Borrower would be required to prepay Loans or cash collateralize Letters of Credit pursuant to [[Section 2.13(b) or (v)])]])] any Revolving Lender is at such time a Defaulting Lender hereunder, unless such LC Issuer has entered into arrangements satisfactory to such LC Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such LC Issuer’s actual or potential risk with respect to such Lender’s LC Participation. Subject to [Section 2.05(c)] below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of # one year from the date of issuance thereof, or # 30 Business Days prior to the Revolving Facility Termination Date. Letters of Credit listed on [Schedule 2.05] issued under the Existing Credit Agreement shall automatically be deemed to constitute and continue as Letters of Credit issued hereunder on the Closing Date.
#Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Facility Availability Period, the Borrower may request an LC Issuance at any time and from timeCredit set forth in [Section 3.4(a)], agrees to time to issue,issue letters of credit (“Letters of Credit”) for the account of the Borrower oron any Subsidiary Guarantor, and subject to and uponBusiness Day during the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters ofRevolving Credit denominated and payable in Dollars or any Designated Foreign Currency and in each caseCommitment Period in such form as may be approved from time to time by such LC Issuer and the Administrative Agent; provided, however,Issuing Lender; provided that notwithstanding the foregoing,Issuing Lender shall have no LC Issuance shall be madeobligation to issue any Letter of Credit if, after giving effect thereto,to such issuance, # the LC OutstandingsL/C Obligations would exceed the LCL/C Commitment Amount,or # the Revolving Facility Exposure of any Lender would exceed such Lender’s Revolving Commitment, # the sum of # the Aggregate Revolving Facility Exposure and # the outstanding principalaggregate amount of Swing Loans, would exceed the TotalAvailable Revolving Commitment, # the BorrowerCredit Commitments would be required to prepay Loans or cash collateralize Letters of Credit pursuant to [[Section 2.13(b) or (v)])]])] any Revolving Lender is at such time a Defaulting Lender hereunder, unless such LC Issuer has entered into arrangements satisfactory to such LC Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such LC Issuer’s actual or potential risk with respect to such Lender’s LC Participation. Subject to [Section 2.05(c)] below, eachless than zero. Each Letter of Credit shall have an expiry date (including# be denominated in Dollars, AUD, Euro, Sterling or any renewal periods) occurring notother currency agreed to by the Administrative Agent and the applicable Issuing Lender and # expire no later than the earlier of # one year from the first anniversary of its date of issuance thereof,unless consented to by the Issuing Lender and # the Letter of Credit Expiration Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in [clause (y) above] unless the Borrower agrees to Cash Collateralize or # 30 Business Daysbackstop or provide other credit support for such Letter of Credit prior to the Revolving Facility Termination Date. LettersLetter of Credit listed on [Schedule 2.05] issued underExpiration Date in a manner reasonably acceptable to the Existing Credit Agreement shall automatically be deemed to constitute and continue as Letters of Credit issued hereunder on the Closing Date.applicable Issuing Lender).
During the Revolving Facility Availability Period, each Issuing Bank, in reliance upon the Borrower mayagreements of the other Lenders pursuant to [[subsections (d) and (e)])]])] of this Section, may, in its sole discretion, issue, at the request an LC Issuance at any time and from time to time to issue,of the Borrower, Letters of Credit for the account of the Borrower or any Subsidiary Guarantor, and subject to and uponLoan Party (which may be for the benefit of any Subsidiary or Associated Practice) (as specified by the Borrower in the request for such Letter of Credit) on the terms and conditions hereinhereinafter set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in Dollars or any Designated Foreign Currency and in each case in such form as may be approved by such LC Issuer and the Administrative Agent; provided, however,forth; provided that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, # the LC Outstandings would exceed the LC Commitment Amount, # the Revolving Facility Exposure of any Lender would exceed such Lender’s Revolving Commitment, # the sum of # the Aggregate Revolving Facility Exposure and # the outstanding principal amount of Swing Loans, would exceed the Total Revolving Commitment, # the Borrower would be required to prepay Loans or cash collateralize Letters of Credit pursuant to [[Section 2.13(b) or (v)])]])] any Revolving Lender is at such time a Defaulting Lender hereunder, unless such LC Issuer has entered into arrangements satisfactory to such LC Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such LC Issuer’s actual or potential risk with respect to such Lender’s LC Participation. Subject to [Section 2.05(c)] below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later thanexpire on the earlier of # the date one year fromafter the date of issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and # 30the date that is five (5) Business Days prior to the Revolving FacilityCommitment Termination Date.Date; # each Letter of Credit shall be in a stated amount to be mutually agreed between the Borrower and the applicable Issuing Bank; and # the Borrower may not request any Letter of Credit if, after giving effect to such issuance, # the aggregate LC Exposure would exceed the LC Commitment or # the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount and # the Borrower shall not request, and no Issuing Bank shall have an obligation to issue, any Letter of Credit the proceeds of which would be made available to any Person (AA) 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 (BB) in any manner that would result in a violation of any Sanctions by any party to this Agreement. The Borrower hereby acknowledges and agrees that the Existing Letters of Credit listedare deemed to be issued by the applicable Issuing Bank, as an Issuing Bank hereunder, for the account of the Borrower. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Bank without recourse a participation in each Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit # on [Schedule 2.05] issued under the Closing Date with respect to all Existing Letters of Credit Agreementand # on the date of issuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall automatically be deemed to constitute and continue as Lettersutilize the Revolving Commitment of Credit issued hereunder oneach Lender by an amount equal to the Closing Date.amount of such participation.
Subject to the terms and conditions set forth herein, # each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Facility Availability Period, the Borrower may request an LC Issuance at any time andCredit 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 Date to issue,issue Letters of Credit at sight denominated in any Approved Currency for the account of the Borrower or any Restricted Subsidiary Guarantor,of the Borrower and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to timeamend or renew Letters of Credit denominatedpreviously issued by it, in accordance with [Section 2.03(b), and payable in Dollars or any Designated Foreign Currency(2)])] to honor drafts under the Letters of Credit and in each case in such form as may be approved by such LC Issuer and the Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, # the LC Outstandings would exceed the LC Commitment Amount, # the Revolving FacilityCredit severally agree to participate in Letters of Credit issued pursuant 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, # the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, # the sumOutstanding Amount of # the Aggregate Revolving Facility Exposure and # the outstanding principal amountL/C Obligations in respect of Swing Loans, would exceed the Total Revolving Commitment, # the Borrower would be required to prepay Loans or cash collateralize Letters of Credit pursuant to [[Section 2.13(b) or (v)])]])] any Revolving Lender is at such time a Defaulting Lender hereunder, unless such LC Issuer has entered into arrangements satisfactory to such LC Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such LC Issuer’s actual or potential risk with respect to such Lender’s LC Participation. Subject to [Section 2.05(c)] below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of # one year from the date of issuance thereof, or # 30 Business Days prior to the Revolving Facility Termination Date. Letters of Credit listed on [Schedule 2.05] issued under the Existing Credit Agreement shall automatically be deemed to constitute and continue as Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment or # 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 be issued hereunder onin the name of the Borrower for the benefit of the Borrower or Subsidiary of the Borrower in whose name such Existing Letter of Credit is outstanding immediately prior to the Closing Date.Date and shall constitute Letters of Credit subject to the terms hereof.
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Facility Availability Period, the Borrower may requestCredit Lenders set forth in [Section 3.4(a)], agrees to issue standby Letters of Credit in Dollars or one or more Alternative L/C Currencies in an LC Issuance at any time and from timeaggregate amount not to time to issue,exceed its L/C Commitment for the account of the Borrower oror, subject to [Section 3.10], any Subsidiary Guarantor, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to timethereof. Letters of Credit denominated and payable in Dollars ormay be issued on any Designated Foreign Currency and in each caseBusiness Day from the Closing Date to, but not including the thirtieth (30th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by such LC Issuer and the Administrative Agent;applicable Issuing Lender; provided, however, that notwithstanding the foregoing, no LC IssuanceIssuing Lender shall be madeissue any Letter of Credit if, after giving effect thereto,to such issuance, # the LCL/C Obligations would exceed the L/C Sublimit, # the Revolving Credit Outstandings would exceed the LCRevolving Credit Commitment Amount,or # the Revolving Facility Exposure of any Lender would exceed such Lender’s Revolving Commitment, # the sum of # the Aggregate Revolving Facility Exposure and # the outstandingaggregate principal amount of Swing Loans,all outstanding Revolving Credit Loans denominated in Alternative Currencies and Letters of Credit denominated in Alternative L/C Currencies would exceed the Total Revolving Commitment, # the Borrower would be required to prepay Loans or cash collateralize Letters of Credit pursuant to [[Section 2.13(b) or (v)])]])] any Revolving Lender is at such time a Defaulting Lender hereunder, unless such LC Issuer has entered into arrangements satisfactory to such LC Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such LC Issuer’s actual or potential risk with respect to such Lender’s LC Participation. Subject to [Section 2.05(c)] below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of # one year from the date of issuance thereof, or # 30 Business Days prior to the Revolving Facility Termination Date. Letters of Credit listed on [Schedule 2.05] issued under the Existing Credit Agreement shall automatically be deemed to constitute and continue as Letters of Credit issued hereunder on the Closing Date.Alternative Currency Sublimit.
Subject to the terms and conditions set forth herein, # the L/C Issuer agrees, in reliance upon the agreements of the Revolving Facility Availability Period, the Borrower may request an LC Issuance at any time andCredit Lenders 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 Date, to issue,issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of an L/C Party, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection # below, and # to honor drawings under the BorrowerLetters of Credit; and # the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of any L/C Party and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, # the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, # the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, and # the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by an L/C Party for the issuance or any Subsidiary Guarantor,amendment of a Letter of Credit shall be deemed to be a representation by such L/C Party 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 and upon the terms and conditions herein set forth,hereof, each LC Issuer agreesL/C Party’s ability to issue from time to timeobtain Letters of Credit denominated and payable in Dollars or any Designated Foreign Currency and in each case in such form as may be approved by such LC Issuer and the Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, #fully revolving, and accordingly each L/C Party may, during the LC Outstandings would exceed the LC Commitment Amount, # the Revolving Facility Exposure of any Lender would exceed such Lender’s Revolving Commitment, # the sum of # the Aggregate Revolving Facility Exposure and # the outstanding principal amount of Swing Loans, would exceed the Total Revolving Commitment, # the Borrower would be required to prepay Loans or cash collateralizeforegoing period, obtain Letters of Credit pursuant to [[Section 2.13(b)replace Letters of Credit that have expired or (v)])]])] any Revolving Lender is at such time a Defaulting Lender hereunder, unless such LC Issuer has entered into arrangements satisfactory to such LC Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such LC Issuer’s actual or potential risk with respect to such Lender’s LC Participation. Subject to [Section 2.05(c)] below, each Letterthat have been drawn upon and reimbursed. All Existing Letters of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of # one year from the date of issuance thereof, or # 30 Business Days prior to the Revolving Facility Termination Date. Letters of Credit listed on [Schedule 2.05] issued under the Existing Credit Agreement shall automatically be deemed to constitutehave been issued pursuant hereto, and continue as Letters of Credit issued hereunder onfrom and after the Closing Date.Date shall be subject to and governed by the terms and conditions hereof.
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Facility Availability Period, the Borrower may requestCredit Lenders set forth in [Section 3.4(a)], agrees to issue standby Letters of Credit in Dollars or one or more Alternative L/C Currencies in an LC Issuance at any time and from timeaggregate amount not to time to issue,exceed its L/C Commitment for the account of the Borrower oror, subject to [Section 3.10], any Subsidiary Guarantor, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to timethereof. Letters of Credit denominated and payable in Dollars ormay be issued on any Designated Foreign Currency and in each caseBusiness Day from the Closing Date to, but not including the thirtieth (30) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by such LC Issuer and the Administrative Agent;applicable Issuing Lender; provided, however, that notwithstanding the foregoing, no LC IssuanceIssuing Lender shall be madeissue any Letter of Credit if, after giving effect thereto,to such issuance, # the LC OutstandingsL/C Obligations would exceed the LC Commitment Amount, # the Revolving Facility Exposure of any Lender would exceed such Lender’s Revolving Commitment, # the sum of # the Aggregate Revolving Facility Exposure and # the outstanding principal amount of Swing Loans, would exceed the Total Revolving Commitment, # the Borrower would be required to prepay Loans or cash collateralize Letters of Credit pursuant to [[Section 2.13(b) or (v)])]])] any Revolving Lender is at such time a Defaulting Lender hereunder, unless such LC Issuer has entered into arrangements satisfactory to such LC Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such LC Issuer’s actual or potential risk with respect to such Lender’s LC Participation. Subject to [Section 2.05(c)] below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of # one year from the date of issuance thereof, or # 30 Business Days prior to the Revolving Facility Termination Date. Letters of Credit listed on [Schedule 2.05] issued under the Existing Credit Agreement shall automatically be deemed to constitute and continue as Letters of Credit issued hereunder on the Closing Date.L/C Sublimit, (b)
The Letter of Credit Commitment. Subject to the terms and conditions set forth herein, # each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Facility Availability Period, the Borrower may request an LC Issuance at any time andCredit Lenders 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 Date, to issue,issue Letters of Credit for the account of the Borrower or any Subsidiary Guarantor, and subject to and uponof its Restricted Subsidiaries (provided that the terms and conditions herein set forth, each LC IssuerBorrower hereby irrevocably agrees to issue from time to timereimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit denominatedissued for the account of its Restricted Subsidiary on a joint and payableseveral basis with such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in Dollarsaccordance with [Section 2.03(b), and (2)])] to honor drafts under the Letters of Credit issued by such L/C Issuer and # the Revolving Credit Lenders under any Revolving Facility severally agree to participate in Letters of Credit issued for the account of the Borrower or any Designated Foreign Currency and in each case inRestricted Subsidiary; provided that no L/C Issuer shall issue any Letter of Credit if, as of the date of such form as may be approved by such LC Issuer and the Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if,issuance (and after giving effect thereto,thereto) # with respect to any Revolving Facility, the LCsum of the Dollar Amount of the Total Revolving Credit Outstandings under such Revolving Facility would exceed the LC Commitment Amount,Revolving Credit Commitments in respect of such Revolving Facility, # with respect to any Revolving Facility, the aggregate Dollar Amount of the Outstanding Amount of the Revolving Facility ExposureCredit Loans of any Lender under such Revolving Facility, plus the Dollar Amount of such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations under such Revolving Facility, plus the Dollar Amount of such Lender’s Pro Rata Share of the Outstanding Amount of all Swingline Loans would exceed such Lender’s Revolving Commitment,Credit Commitment under such Revolving Facility, # the sumDollar Amount of # the Aggregate Revolving Facility Exposure and #Outstanding Amount of the outstanding principal amount of Swing Loans,L/C Obligations would exceed the Total Revolving Commitment,Letter of Credit Sublimit, # the BorrowerLetter of Credit is denominated in an Alternative Currency other than Euros or Pounds Sterling which has not been agreed to by the Administrative Agent, such L/C Issuer, all of the Revolving Credit Lenders and the Borrower, # the Dollar Amount of the Outstanding Amount of such L/C Issuer’s L/C Obligations would be requiredexceed such L/C Issuer’s L/C Commitment or # the aggregate Outstanding Amount of all Revolving Credit Loans and L/C Obligations denominated in Alternative Currencies would exceed the Alternative Currency Sublimit. Within the foregoing limits, and subject to prepay Loans or cash collateralizethe terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit pursuant to [[Section 2.13(b) or (v)])]])] any Revolving Lender is at such time a Defaulting Lender hereunder, unless such LC Issuer has entered into arrangements satisfactory to such LC Issuer (in its sole discretion) withshall be fully revolving, and accordingly the Borrower or such Defaulting Lender to eliminate such LC Issuer’s actual or potential risk with respect to such Lender’s LC Participation. Subject to [Section 2.05(c)] below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later thanmay, during the earlier of # one year from the date of issuance thereof, or # 30 Business Days prior to the Revolving Facility Termination Date.foregoing period, obtain Letters of Credit listed on [Schedule 2.05] issued under the Existing Credit Agreement shall automatically be deemed to constitute and continue asreplace Letters of Credit issued hereunder on the Closing Date.that have expired or that have been drawn upon and reimbursed.
Subject to the Revolving Facility Availability Period,terms and conditions set forth herein, # the Borrower may request an LC Issuance at any time andL/C Issuer agrees, in reliance upon the agreements of the Lenders 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 Date, to issue,issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the BorrowerCompany or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection # below, and # to honor drawings under the Letters of Credit; and # the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries and any Subsidiary Guarantor,drawings thereunder; provided that 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, # the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and # the Outstanding Amount of the L/C Obligations 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 Company 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 and upon the terms and conditions herein set forth, each LC Issuer agreeshereof, the Company’s ability to issue from time to timeobtain Letters of Credit denominated and payable in Dollars or any Designated Foreign Currency and in each case in such form as may be approved by such LC Issuer and the Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, #fully revolving, and accordingly the LC Outstandings would exceedCompany may, during the LC Commitment Amount, # the Revolving Facility Exposure of any Lender would exceed such Lender’s Revolving Commitment, # the sum of # the Aggregate Revolving Facility Exposure and # the outstanding principal amount of Swing Loans, would exceed the Total Revolving Commitment, # the Borrower would be required to prepay Loans or cash collateralizeforegoing period, obtain Letters of Credit pursuant to [[Section 2.13(b)replace Letters of Credit that have expired or (v)])]])] any Revolving Lender is at such time a Defaulting Lender hereunder, unless such LC Issuer has entered into arrangements satisfactory to such LC Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such LC Issuer’s actual or potential risk with respect to such Lender’s LC Participation. Subject to [Section 2.05(c)] below, each Letterthat have been drawn upon and reimbursed. All Existing Letters of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of # one year from the date of issuance thereof, or # 30 Business Days prior to the Revolving Facility Termination Date. Letters of Credit listed on [Schedule 2.05] issued under the Existing Credit Agreement shall automatically be deemed to constitutehave been issued pursuant hereto, and continue as Letters of Credit issued hereunder onfrom and after the Closing Date.Date shall be subject to and governed by the terms and conditions hereof.
from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue,issue Letters of Credit for the account of the BorrowerCompany or any Subsidiary Guarantor,of its Restricted Domestic Subsidiaries or in such L/C Issuer’s sole and subjectabsolute discretion, any of its Foreign Subsidiaries that are Restricted Subsidiaries, and to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to timeamend or extend Letters of Credit denominatedpreviously issued by it, in accordance with [[Section 2.03(b), and payable(2)])]])] to honor drawings under the Letters of Credit; and # the Revolving severally agree to participate in DollarsLetters of Credit issued for the account of the Company or its Restricted Subsidiaries and any Designated Foreign Currency and in each case in such form as may be approved by such LC Issuer and the Administrative Agent; provided, however,drawings thereunder; provided that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto,to any L/C Credit Extension with respect to any Letter of Credit, # the LCTotal Revolving Outstandings wouldshall not exceed the LC Commitment Amount,Revolving Facility, # the Revolving Facility Exposure of any Revolving Lender wouldshall not exceed such Lender’s Revolving Commitment, # the sumOutstanding Amount of # the Aggregate Revolving Facility ExposureL/C Obligations shall not exceed the Letter of Credit Sublimit, and # the outstanding principal amountaggregate Outstanding Amount of Swing Loans, wouldall Loans and L/C Obligations denominated in Alternative Currencies shall not exceed the Total Revolving Commitment, #Alternative Currency Sublimit; provided, further, that after giving effect to all L/C Credit Extensions, the Borrower would be required to prepay Loansaggregate Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment. Each request by the Company for the issuance or cash collateralize Lettersamendment of Credit pursuant to [[Section 2.13(b) or (v)])]])] any Revolving Lender is at such time a Defaulting Lender hereunder, unless such LC Issuer has entered into arrangements satisfactory to such LC Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such LC Issuer’s actual or potential risk with respect to such Lender’s LC Participation. Subject to [Section 2.05(c)] below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later thanbe deemed to be a representation by the earlier of # one year fromCompany that the date of issuance thereof, or # 30 Business Days priorL/C Credit Extension so requested complies with the conditions set forth in the proviso to the Revolving Facility Termination Date.preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit listed on [Schedule 2.05] issued undershall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit Agreement shall automatically be deemed to constitutehave been issued pursuant hereto and continue as Letters of Credit issued hereunder ondeemed L/C Obligations, and from and after the Closing Date.Date shall be subject to and governed by the terms and conditions hereof.
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