Example ContractsClauseseach loan or letter of creditVariants
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Subject to the terms and conditions set forth herein, # each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit set forth in this [Section 2.03], # from time to time on any Business Day during the period from the Closing Date until 30 days prior to the Initial Revolving Credit Maturity Date (or, if such day is not a Business Day, the next preceding Business Day), to issue Letters of Credit denominated in Dollars for the account of each Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with [[Section 2.03(b), and (2)])]])] to honor drawings under the Letters of Credit; and # the Revolving Credit severally agree to participate in Letters of Credit issued for the account of each Borrower or any of its Wholly-Owned Restricted Subsidiaries on a pro rata basis in accordance with their respective Pro Rata Share of the Total Revolving Credit Commitments; provided that, on the Closing Date, the aggregate amount of any Existing Letters of Credit shall be reallocated among the Revolving Credit so that, after giving effect thereto, the Revolving Credit shall share ratably participations in such Letters of Credit in accordance with their Pro Rata Share of the Revolving Credit Commitment (after giving effect to any L/C Credit Extension and expiration of any Letter of Credit on the Closing Date); provided, further, that any Letter of Credit issued on behalf of any Restricted Subsidiary of ESI shall be issued naming ESI as the account party on any such Letter of Credit, but such Letter of Credit may contain a statement that it is being issued for the benefit of such Restricted Subsidiary; provided, further, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if, as of the date of such L/C Credit Extension, # the amount available to be drawn under Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s Pro Rata Share of the Letter of Credit Sublimit, # the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Revolving Credit Lender’s Revolving Credit Commitment, # the Total Outstandings would exceed the Total Revolving Credit Commitments or # the Outstanding Amount of all L/C Obligations would 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 a Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso in the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. 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.

Subject to the terms and conditions set forth herein, # each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit set forth in this [Section[Section 2.03], # from time to time on any Business Day during the period from the Closing Date until 30 days prior to the Initial RevolvingLetter of Credit MaturityExpiration Date (or, if such day is not a Business Day, the next preceding Business Day), to issue Letters of Credit at sight denominated in Dollarsany Approved Currency for the account of each Borrower,the Borrower or any Restricted Subsidiary of the Borrower and to amend or extendrenew Letters of Credit previously issued by it, in accordance with [[[Section 2.03(b), and (2)])]])] to honor drawingsdrafts under the Letters of Credit;Credit and # the Revolving Credit severally agree to participate in Letters of Credit issued for the account of each Borrower or any of its Wholly-Owned Restricted Subsidiaries on a pro rata basis in accordance with their respective Pro Rata Share of the Total Revolving Credit Commitments;pursuant to this ‎[Section 2.03]; provided that, on the Closing Date, the aggregate amount of any Existing Letters of Credit shall be reallocated among the Revolving Credit so that, after giving effect thereto, the Revolving Credit shall share ratably participations in such Letters of Credit in accordance with their Pro Rata Share of the Revolving Credit Commitment (after giving effect to any L/C Credit Extension and expiration of any Letter of Credit on the Closing Date); provided, further, that any Letter of Credit issued on behalf of any Restricted Subsidiary of ESI shall be issued naming ESI as the account party on any such Letter of Credit, but such Letter of Credit may contain a statement that it is being issued for the benefit of such Restricted Subsidiary; provided, further, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if,if as of the date of such L/C Credit Extension, # the amount available to be drawn underRevolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, # 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 Pro Rata Share of the Letter of Credit Sublimit, # the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Revolving Credit Lender’s Revolving Credit Commitment, # the Total Outstandings would exceed the Total Revolving Credit CommitmentsCommitment or # the Outstanding Amount of allthe L/C Obligations would 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 a Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso in the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, eachthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each 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 beenbe issued pursuant hereto, and from and afterhereunder in 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 and shall beconstitute Letters of Credit subject to and governed by the terms and conditions hereof.

Subject to the terms and conditions set forth herein, # each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit set forth in this [Section 2.03], # from time to time on any Business Day during the period from the ClosingAmendment No. 6 Effective Date until 30 days prior to the Initial Revolving Credit Maturity Date (or, if such day is not a Business Day, the next preceding Business Day), to issue Letters of Credit denominated in Dollars or any Alternative Currency for the account of each Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with [[Section 2.03(b), and (2)])]])] to honor drawings under the Letters of Credit; and # the Revolving Credit severally agree to participate in Letters of Credit issued for the account of each Borrower or any of its Wholly-Owned Restricted Subsidiaries on a pro rata basis in accordance with their respective Pro Rata Share of the Total Revolving Credit Commitments;Commitments after giving effect to Amendment No. 6; provided that, on the ClosingAmendment No. 6 Effective Date, the aggregate amount of any Existing Letters of Credit shall be reallocated among the Revolving Credit so that, after giving effect thereto, the Revolving Credit shall share ratably participations in such Letters of Credit in accordance with their Pro Rata Share of the Revolving Credit Commitment (after giving effect to Amendment No. 6 and any L/C Credit Extension and expiration of any Letter of Credit on the ClosingAmendment No. 6 Effective Date); provided, further, that any Letter of Credit issued on behalf of any Restricted Subsidiary of ESI shall be issued naming ESI as the account party on any such Letter of Credit, but such Letter of Credit may contain a statement that it is being issued for the benefit of such Restricted Subsidiary; provided, further, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if, as of the date of such L/C Credit Extension, # the amount available to be drawn under Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s Pro Rata Share of the Letter of Credit Sublimit, provided, that each L/C Issuer, may at its sole discretion make an L/C Credit Extension in excess of its Pro Rata Share so long as the Outstanding Amount of all L/C Obligations would not exceed the Letter of Credit Sublimit, # the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Revolving Credit Lender’s Revolving Credit Commitment, # the Total Outstandings would exceed the Total Revolving Credit Commitments or # the Outstanding Amount of all L/C Obligations would 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 a Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso in the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the ClosingAmendment No.6 Effective Date shall be subject to and governed by the terms and conditions hereof.

Subject to the terms and conditions set forth herein, # eachthe 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], # from time to time on any Business Day during the period from the Closing Date until 30 days prior to the Initial RevolvingLetter of Credit Maturity Date (or, if such day is not a Business Day, the next preceding Business Day),Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of each Borrower,an L/C Party, and to amend or extend Letters of Credit previously issued by it, in accordance with [[Section 2.03(b),subsection # below, and (2)])]])]# 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 each Borrower or any of its Wholly-Owned Restricted Subsidiaries on a pro rata basis in accordance with their respective Pro Rata Share of the Total Revolving Credit Commitments;L/C Party and any drawings thereunder; provided that, on the Closing Date, the aggregate amount of any Existing Letters of Credit shall be reallocated among the Revolving Credit so that,that after giving effect thereto, the Revolving Credit shall share ratably participations in such Letters of Credit in accordance with their Pro Rata Share of the Revolving Credit Commitment (after giving effect to any L/C Credit Extension and expiration of any Letter of Credit on the Closing Date); provided, further, that any Letter of Credit issued on behalf of any Restricted Subsidiary of ESI shall be issued naming ESI as the account party on any such Letter of Credit, but such Letter of Credit may contain a statement that it is being issued for the benefit of such Restricted Subsidiary; provided, further, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no# the Total Revolving Credit LenderOutstandings shall be obligated to participate in any Letter of Credit if, as of the date of such L/C Credit Extension, # the amount available to be drawn under Letters of Credit issued by such L/C Issuer wouldnot exceed such L/C Issuer’s Pro Rata Share of the Letter of Credit Sublimit, # the aggregate Outstanding Amount of the Revolving Credit LoansFacility, # the Revolving Credit Exposure of any Revolving Credit Lender plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations wouldshall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, # the Total Outstandings would exceed the Total Revolving Credit Commitments orand # the Outstanding Amount of allthe L/C Obligations wouldshall not exceed the Letter of Credit Sublimit. Each request by a Borroweran L/C Party for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by a Borrowersuch L/C Party that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso inprovisos to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower’L/C Party’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each such BorrowerL/C Party 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.

Subject to the terms and conditions set forth herein, # eachthe L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit set forth in this [Section 2.03], # from time to time on any Business Day during the period from the Closing Date until 30 days prior to the Initial RevolvingLetter of Credit Maturity Date (or, if such day is not a Business Day, the next preceding Business Day),Expiration Date, to issue Letters of Credit denominated in Dollars for the account of eachthe Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with [[Section 2.03(b),subsection # below, and (2)])]])]# to honor drawings under the Letters of Credit; and # the Revolving Credit severally agree to participate in Letters of Credit issued for the account of eachthe Borrower orand any of its Wholly-Owned Restricted Subsidiaries on a pro rata basis in accordance with their respective Pro Rata Share of the Total Revolving Credit Commitments;drawings thereunder; provided that, on the Closing Date, the aggregate amount of any Existing Letters of Credit shall be reallocated among the Revolving Credit so that,that after giving effect thereto, the Revolving Credit shall share ratably participations in such Letters of Credit in accordance with their Pro Rata Share of the Revolving Credit Commitment (after giving effect to any L/C Credit Extension and expiration of any Letter of Credit on the Closing Date); provided, further, that any Letter of Credit issued on behalf of any Restricted Subsidiary of ESI shall be issued naming ESI as the account party on any such Letter of Credit, but such Letter of Credit may contain a statement that it is being issued for the benefit of such Restricted Subsidiary; provided, further, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if, as of the date of such L/C Credit Extension, # the amount available to be drawn under Letters of Credit issued by such L/C Issuer wouldTotal Revolving Outstandings shall not exceed such L/C Issuer’s Pro Rata Share of the Letter of Credit Sublimit,Aggregate Revolving Commitments, # the aggregate Outstanding Amount of the Revolving Credit LoansExposure of any Revolving Credit Lender plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations wouldshall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, # the Total Outstandings would exceed the Total Revolving Credit Commitments orand # the Outstanding Amount of allthe L/C Obligations wouldshall not exceed the Letter of Credit Sublimit. Each request by athe Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by athe Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso into the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, eachthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each 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.

Subject to the terms and conditions set forth herein, # 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], # from time to time on any Business Day during the period from the ClosingRestatement Effective Date until 30 days prior to the Initial RevolvingLetter of Credit Maturity Date (or, if such day is not a Business Day, the next preceding Business Day),Issuance Expiration Date, to issue Letters of Credit denominated in Dollars for the account of each Borrower,the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with [[Section 2.03(b),subsection # below, and (2)])]])]# to honor drawings under the Letters of Credit;Credit issued by it; and # the Revolving Credit _Lenders: severally agree to participate in Letters of Credit issued for the account of eachthe Borrower or any of its Wholly-Owned Restricted Subsidiaries on a pro rata basis in accordance with their respective Pro Rata Share of the Total Revolving Credit Commitments;and any drawings thereunder; provided that, on the Closing Date, the aggregate amount of any Existing Letters of Credit shall be reallocated among the Revolving Credit so that,that after giving effect thereto, the Revolving Credit shall share ratably participations in such Letters of Credit in accordance with their Pro Rata Share of the Revolving Credit Commitment (after giving effect to any L/C Credit Extension and expiration of any Letter of Credit on the Closing Date); provided, further, that any Letter of Credit issued on behalf of any Restricted Subsidiary of ESI shall be issued naming ESI as the account party on any such Letter of Credit, but such Letter of Credit may contain a statement that it is being issued for the benefit of such Restricted Subsidiary; provided, further, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no# the Total Revolving Credit LenderOutstandings shall be obligated to participate in any Letter of Credit if, as of the date of such L/C Credit Extension, # the amount available to be drawn under Letters of Credit issued by such L/C Issuer wouldnot exceed such L/C Issuer’s Pro Rata Share of the Letter of Credit Sublimit, # the aggregate Outstanding Amount of the Revolving Credit LoansFacility at such time, # the Revolving Credit Exposure of any Revolving Credit Lender plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations wouldshall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, # the Total Outstandings would exceed the Total Revolving Credit Commitments orCommitment and # the Outstanding Amount of allthe L/C Obligations wouldshall not exceed the Letter of Credit Sublimit.Subfacility. Each request by athe Borrower for the issuanceissuance, amendment or amendmentextension of a Letter of Credit shall be deemed to be a representation by athe Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso into the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, eachthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each 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 by the applicable L/C Issuer pursuant hereto, and from and after the ClosingRestatement Effective Date shall be subject to and governed by the terms and conditions hereof.

Subject to the terms and conditions set forth herein, # eachthe 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], # from time to time on any Business Day during the period from the Closing Date until 30 days prior to the Initial RevolvingLetter of Credit Maturity Date (or, if such day is not a Business Day, the next preceding Business Day),Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of each Borrower,the Company or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with [[Section 2.03(b),subsection # below, and (2)])]])]# 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 each Borrowerthe Company or its Subsidiaries and any of its Wholly-Owned Restricted Subsidiaries on a pro rata basis in accordance with their respective Pro Rata Share of the Total Revolving Credit Commitments;drawings thereunder; provided that, on the Closing Date, the aggregate amount of any Existing Letters of Credit shall be reallocated among the Revolving Credit so that,that after giving effect thereto, the Revolving Credit shall share ratably participations in such Letters of Credit in accordance with their Pro Rata Share of the Revolving Credit Commitment (after giving effect to any L/C Credit Extension and expiration of any Letter of Credit on the Closing Date); provided, further, that any Letter of Credit issued on behalf of any Restricted Subsidiary of ESI shall be issued naming ESI as the account party on any such Letter of Credit, but such Letter of Credit may contain a statement that it is being issued for the benefit of such Restricted Subsidiary; provided, further, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no# the Total Revolving Credit LenderOutstandings shall be obligated to participate in any Letter ofnot exceed the Revolving Credit if, as of the date of such L/C Credit Extension, # the amount available to be drawn under Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s Pro Rata Share of the Letter of Credit Sublimit,Facility, # the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit LenderLender, plus such Revolving Credit Lender’s Pro Rata ShareApplicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations wouldObligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, # the Total Outstandings would exceed the Total Revolving Credit Commitments orand # the Outstanding Amount of allthe L/C Obligations wouldshall not exceed the Letter of Credit Sublimit. Each request by a Borrowerthe Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by a Borrowerthe Company that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso inprovisos to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower’the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each such Borrowerthe 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.

Subject to the terms and conditions set forth herein, # 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]3], # from time to time on any Business Day during the period from the Closing Date until 30 days prior to the Initial RevolvingLetter of Credit Maturity Date (or, if such day is not a Business Day, the next preceding Business Day),Expiration Date, to issue Letters of Credit denominated in Dollars for the account of each Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with [[Section 2.03(b),subsection # below, and (2)])]])]# 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 each Borrower orand any of its Wholly-Owned Restricted Subsidiaries on a pro rata basis in accordance with their respective Pro Rata Share of the Total Revolving Credit Commitments;drawings thereunder; provided that, on the Closing Date, the aggregate amount of any Existing Letters of Credit shall be reallocated among the Revolving Credit so that,that after giving effect thereto, the Revolving Credit shall share ratably participations in such Letters of Credit in accordance with their Pro Rata Share of the Revolving Credit Commitment (after giving effect to any L/C Credit Extension and expiration of any Letter of Credit on the Closing Date); provided, further, that any Letter of Credit issued on behalf of any Restricted Subsidiary of ESI shall be issued naming ESI as the account party on any such Letter of Credit, but such Letter of Credit may contain a statement that it is being issued for the benefit of such Restricted Subsidiary; provided, further, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no# the Revolving Credit LenderExposure of all Revolving Credit Lenders shall be obligated to participate in any Letter of Credit if, as of the date of such L/C Credit Extension, # the amount available to be drawn under Letters of Credit issued by such L/C Issuer wouldnot exceed such L/C Issuer’s Pro Rata Share of the Letter of Credit Sublimit, # the aggregate Outstanding Amountamount of the Revolving Credit LoansCommitments of the Revolving Credit Lenders, # the Revolving Credit Exposure of any Revolving Credit Lender plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations wouldshall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, # the Total Outstandings would exceed the Total Revolving Credit Commitments orand # the Outstanding Amount of allthe L/C Obligations wouldshall 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 a Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso into the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. 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. Subject to the terms and conditions set forth herein, # 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], # from time to time on any Business Day during the period from the Closing Date until 30 days prior to the Initial RevolvingLetter of Credit Maturity Date (or, if such day is not a Business Day, the next preceding Business Day),Expiration Date, to issue Letters of Credit denominated in Dollars for the account of each Borrower,the Borrower or any of its Restricted Subsidiaries (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 its Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) and to amend or extendrenew Letters of Credit previously issued by it, in accordance with [[Section[Section 2.03(b), and (2)])]])] to honor drawingsdrafts under the Letters of Credit;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 eachthe Borrower or any of its Wholly-Owned Restricted Subsidiaries on a pro rata basis in accordance with their respective Pro Rata Share of the Total Revolving Credit Commitments; provided that, on the Closing Date, the aggregate amount of any Existing Letters of Credit shall be reallocated among the Revolving Credit so that, after giving effect thereto, the Revolving Credit shall share ratably participations in such Letters of Credit in accordance with their Pro Rata Share of the Revolving Credit Commitment (after giving effect to any L/C Credit Extension and expiration of any Letter of Credit on the Closing Date); provided, further, that any Letter of Credit issued on behalf of any Restricted Subsidiary of ESI shall be issued naming ESI as the account party on any such Letter of Credit, but such Letter of Credit may contain a statement that it is being issued for the benefit of such Restricted Subsidiary; provided, further,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 Revolving Credit Lender shall be obligated to participate inissue any Letter of Credit if, as of the date of such L/Cissuance (and after giving effect thereto) # with respect to any Revolving Facility, the sum of the Dollar Amount of the Total Revolving Credit Extension, # the amount available to be drawnOutstandings under Letters of Credit issued by such L/C IssuerRevolving Facility would exceed the Revolving Credit Commitments in respect of such L/C Issuer’s Pro Rata ShareRevolving Facility, # with respect to any Revolving Facility, the aggregate Dollar Amount of the Letter of Credit Sublimit, # the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender plusunder such Revolving CreditFacility, plus the Dollar Amount of such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceedunder such Revolving CreditFacility, plus the Dollar Amount of such Lender’s Revolving Credit Commitment, # the Total Outstandings would exceed the Total Revolving Credit Commitments or #Pro Rata Share of the Outstanding Amount of all Swingline Loans would exceed such Lender’s Revolving Credit Commitment under such Revolving Facility, # the Dollar Amount of the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by a Borrower forSublimit, # the issuance or amendment of a Letter of Credit shall be deemedis denominated in an Alternative Currency other than Euros or Pounds Sterling which has not been agreed to be a representation by a Borrower that the Administrative Agent, such L/C Issuer, all of the Revolving Credit Extension so requested complies withLenders and the conditions set forthBorrower, # the Dollar Amount of the Outstanding Amount of such L/C Issuer’s L/C Obligations would exceed 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 first proviso in the preceding sentence.Alternative Currency Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, eachthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each 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.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, # eachthe 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], # from time to time on any Business Day during the period from the Closing Date until 30 days priorthe Letter of Credit Expiration Date, to the Initial Revolving Credit Maturity Date (or, if such day is not a Business Day, the next preceding Business Day), to issue standby Letters of Credit denominated in Dollars or in an Alternative Currency for the account of each Borrower,the Borrower or its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with [[Section 2.03(b), and (2)])]])] 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 eachthe Borrower or any of its Wholly-Owned Restricted Subsidiaries on a pro rata basis in accordance with their respective Pro Rata Share of the Total Revolving Credit Commitments;and any drawings thereunder; provided that, on the Closing Date, the aggregate amount of any Existing Letters of Credit shall be reallocated among the Revolving Credit so that,that after giving effect thereto, the Revolving Credit shall share ratably participations in such Letters of Credit in accordance with their Pro Rata Share of the Revolving Credit Commitment (after giving effect to any L/C Credit Extension and expiration of any Letter of Credit on the Closing Date); provided, further, that any Letter of Credit issued on behalf of any Restricted Subsidiary of ESI shall be issued naming ESI as the account party on any such Letter of Credit, but such Letter of Credit may contain a statement that it is being issued for the benefit of such Restricted Subsidiary; provided, further, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no# the Total Revolving Credit LenderOutstandings shall be obligated to participate in any Letter ofnot exceed the Revolving Credit if, as of the date of such L/C Credit Extension, # the amount available to be drawn under Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s Pro Rata Share of the Letter of Credit Sublimit,Facility, # the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit LenderLender, plus such Lender’s Applicable Revolving Credit Lender’s Pro Rata SharePercentage of the Outstanding Amount of all L/C Obligations wouldObligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, # the Total Outstandings wouldOutstanding Amount of the L/C Obligations shall not exceed the Total RevolvingLetter of Credit Commitments orSublimit and # the Outstanding Amount of allthe L/C Obligations wouldof any L/C Issuer shall not exceed thesuch L/C Issuer's Letter of Credit Sublimit.Commitment. Each request by athe Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by athe Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso into the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, eachthe Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each 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.

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