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 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 the Letter of Credit Expiration Date, to issue Letters of Credit for the account of 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 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 # 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 Restricted Subsidiary; provided that no L/C Issuer shall issue any Letter of Credit if, as of the date of such issuance (and after giving effect thereto) # with respect to any Revolving Facility, the sum of the Dollar Amount of the Total Revolving Credit Outstandings under such Revolving Facility would exceed the 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 Credit 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 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, # the Letter 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 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 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.

“Revaluation Date” means # with respect to any Loan, each of the following: # each date of a Borrowing of a Loan denominated in an Alternate Currency, # each date of a continuation of a Loan denominated in an Alternate Currency, and # such additional dates as the [[Person A:Person]] shall determine or the Required Lenders shall require; and # with respect to any Letter of Credit, each of the following: # each date of issuance of a Letter of Credit denominated in an Alternate Currency, # each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, # each date of any Letter of Credit Loan by an Issuing Bank with respect to any Letter of Credit denominated in an Alternate Currency, # in the case of the Starwood Letters of Credit, the Effective Date, and # such additional dates as the [[Person A:Person]] or any Issuing Bank shall determine or the Required Lenders shall require.

Section # Conditions Precedent to Each Loan and Letter of Credit 111110

Certain Credit Support Events. If, as of the Termination Date, any Letter of Credit Outstandings or Swing Loan Outstandings remain outstanding for any reason, upon the request of the [[Person A:Person]], the Issuing Banks or the Swing Loan Banks, the Company shall immediately Cash Collateralize the then Letter of Credit Outstandings in an amount equal to 103% of # the Available Amount of each Letter of Credit then outstanding in the Currency of such Letter of Credit and # the outstanding principal amount of each Letter of Credit Loan in the Currency of such Loan and the then Swing Loan Outstandings in an aggregate amount equal to 103% of the outstanding principal amount of each Swing Loan in the Currency of such Swing Loan. Upon the request of the [[Person A:Person]] or an Issuing Bank, if such Issuing Bank has made a Letter of Credit Loan, the Company shall immediately Cash Collateralize such Letter of Credit Loan in an amount equal to 103% of the outstanding principal amount of such Letter of Credit Loan in the Currency of such Loan. At any time that there shall exist a Defaulting Lender, immediately upon the request of the [[Person A:Person]], the Issuing Banks or the Swing Loan Banks, the Company shall deliver to the [[Person A:Person]] Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to [Section 3.10(a)(iv)] and any Cash Collateral provided by such Defaulting Lender).

Each U.S. Lender shall deliver to the ​ and the [[Administrative Agent:Organization]] on or before the date on which it becomes a party to this Agreement two properly completed and duly signed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.

Each U.K. Lender which becomes a Party after the Closing Date (a “New U.K. Lender”) shall indicate in the relevant Assignment and Assumption or other agreement executed pursuant to the terms of this Agreement which it executes on becoming a Party as a U.K. Lender, and for the benefit of the Administrative Agent and without liability to any U.K. Borrower, which of the following categories it falls in: # not a U.K. Qualifying Lender; # a U.K. Qualifying Lender (other than a U.K. Treaty Lender); or # a U.K. Treaty Lender, and if the New U.K. Lender fails to indicate its status in accordance with this [Section 3.01(i)(ix)] then such New U.K. Lender shall be treated for the purposes of this Agreement (including by each U.K. Borrower) as if it is not a U.K. Qualifying Lender until such time as it notifies the Administrative Agent which category applies (and the Administrative Agent, upon receipt of such notification, shall inform the relevant U.K. Borrower). For the avoidance of doubt, an Assignment and Assumption or any other such agreement pursuant to any Person becomes a Party shall not be invalidated by any failure of a Lender to comply with this [Section 3.01(i)(ix)].

Each U.K. Borrower hereby irrevocably and unconditionally jointly and severally guarantees to the Administrative Agent and the U.K. Lenders the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise) of all of the Obligations of the other U.K. Borrower hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lenders, the Agents and the L/C Issuers under this Agreement, for the mutual benefit, directly and indirectly, of each U.K. Borrower and in consideration of the undertakings of the other U.K. Borrower to accept joint and several liability for the Obligations. Each U.K. Borrower agrees that this is an absolute, unconditional and continuing guaranty of the full and punctual payment of all of the Obligations of the other U.K. Borrower hereunder and under the other Loan Documents and not of their collectability only and is in no way conditioned upon any requirement that the Administrative Agent or any U.K. Lender first attempt to collect any of such Obligations from such U.K. Borrower or resort to any collateral security or other means of obtaining payment. Each U.K. Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other U.K. Borrower with respect to the payment and performance of all of the Obligations (including, without limitation, any Obligations arising under this [Section 10.10(a)]), it being the intention of the parties hereto that all of the Obligations of the U.K. Borrowers shall be the joint and several Obligations of each U.K. Borrower without preferences or distinction among them. Each U.K. Borrower hereby waives all defenses relating to the joint and several liability described above, including, without limitation, all suretyship defenses.

Each U.K. Revolving Borrowing, each conversion of U.K. Revolving Loans from Eurodollar Rate Loans to Domestic Base Rate Loans, each conversion of U.K. Revolving Loans from Domestic Base Rate Loans to Eurodollar Rate Loans, and each continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans shall be made upon the applicable U.K. Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a U.K. Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a U.K. Loan Notice. Each U.K. Loan Notice must be received by the Administrative Agent not later than # 12:00 noon (London time) # three (3) Business Days prior to the requested date of any U.K. Revolving Borrowing of, conversion to, or continuation of Eurodollar Rate Loans, or any conversion of Eurodollar Rate Loans to Domestic Base Rate Loans, and # three (3) Business Days prior to the requested date of any U.K. Revolving Borrowing of Alternative Currency Loans, or any continuation of Alternative Currency Term Rate Loans, and # 11:00 a.m. (Eastern time) on the requested date of any U.K. Revolving Borrowing of Domestic Base Rate Loans; provided, that, if the applicable U.K. Borrower wishes to request U.K. Revolving Loans that are Eurodollar Rate Loans or Alternative Currency Term Rate Loans having an Interest Period other than one (1), three (3), or six (6) months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 12:00 noon (London time) four (4) Business Days prior to the requested date of such U.K. Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, whereupon the Administrative Agent shall give prompt notice to the U.K. Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon (London time), three (3) Business Days prior to the requested date of such U.K. Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, the Administrative Agent shall notify the applicable U.K. Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the U.K. Lenders. Except as provided in [Section 2.04(c)(iii)(A)], Each U.K. Revolving Borrowing or continuation of Eurodollar Rate Loans, and each U.K. Revolving Borrowing, conversion or continuation of Alternative Currency Loans shall be in a minimum principal amount of $1,000,000 if denominated in Dollars, £500,000 if denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro or a whole multiple of $500,000 if denominated in Dollars, £100,000 if denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro in excess thereof. Each U.K. Revolving Borrowing of or conversion to Domestic Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each U.K. Loan Notice shall specify # whether the applicable U.K. Borrower is requesting a U.K. Revolving Borrowing, a conversion of U.K. Revolving Loans from Eurodollar Rate Loans to Domestic Base Rate Loans, a conversion of U.K. Revolving Loans from Domestic Base Rate Loans to Eurodollar Rate Loans, a continuation of Eurodollar Rate Loans, or a continuation of Alternative Currency Term Rate Loans, # the requested date of such U.K. Revolving Borrowing or continuation, as the case may be (which shall be a Business Day), # the currency and principal amount of the U.K. Revolving Loans to be borrowed or continued, # the Type of U.K. Revolving Loans to be borrowed, # if applicable, the duration of the Interest Period with respect thereto, and # the applicable U.K. Borrower. If the applicable U.K. Borrower fails to specify a currency in a U.K. Loan Notice requesting a U.K. Revolving Borrowing, then the Revolving Loans so requested shall be made in Sterling. If the applicable U.K. Borrower fails to timely request a continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, as applicable, such U.K. Revolving Loans shall be continued as Eurodollar Rate Loans or Alternative Currency Term Rate Loans, as applicable in their original currency with an Interest Period of one (1) month. If the applicable U.K. Borrower requests a U.K. Revolving Borrowing of, or continuation of, Eurodollar Rate Loans or Alternative Currency Term Rate Loans in any such U.K. Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Except as otherwise provided in this Agreement, no U.K. Revolving Loan may be converted into or continued as a U.K. Revolving Loan denominated in a different currency, but instead must be repaid in the original currency of such U.K. Revolving Loan and reborrowed in the other currency.

Each U.K. Swing Line Borrowing shall be made upon the applicable U.K. Borrower’s irrevocable notice to the U.K. Swing Line Lender and the Administrative Agent by delivery of a U.K. Swing Line Loan Notice. Each U.K. Swing Line Loan Notice must be received not later than # with respect to U.K. Swing Line Loans denominated in Sterling, 10:00 a.m. (London time) on the requested borrowing date and # with respect to U.K. Swing Line Loans denominated in Dollars or Euros, 11:00 a.m. (London time) on the requested borrowing date, and shall specify # the name of the applicable U.K. Borrower, # the amount and currency to be borrowed, which amount shall be a minimum of £500,000 (or the Dollar Equivalent thereof if denominated in Dollars or the Alternative Currency equivalent thereof if denominated in Euros) or such integral multiple thereof (in each case, or such smaller amount as may be agreed by the U.K. Swing Line Lender), # the requested borrowing date, which shall be a Business Day, and # the location and number of such U.K. Borrower’s account to which funds are to be disbursed. Unless the U.K. Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 p.m. (London time), on the date of the proposed U.K. Swing Line Borrowing # directing the U.K. Swing Line Lender not to make such U.K. Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of [Section 2.04(a)(iii), or (2)])] that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the U.K. Swing Line Lender shall, promptly after receipt of the applicable U.K. Swing Line Loan Notice with respect to such U.K. Swing Line Borrowing, make such U.K. Swing Line Loan to the applicable U.K. Borrower by means of a wire transfer to the account specified in such U.K. Swing Line Loan Notice.

SECTION #Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Banks to issue or increase any Letter of Credit, is subject to the satisfaction of the following conditions: