Common use of Commitment to Issue Letters of Credit Clause in Contracts

Commitment to Issue Letters of Credit. Subject to the requirements set forth below, the Borrower may use a portion of the Commitment, which portion shall not exceed $5,250,000 (the “Letter of Credit Sublimit”) for the purpose of causing the Issuing Bank to issue standby Letters of Credit denominated in Dollars for the account of the Borrower, provided that (a) the Borrower executes and delivers a letter of credit application and reimbursement agreement in a form acceptable to the Issuing Bank and complies with any conditions to the issuance of such Letter of Credit (including the payment of any applicable fees) set forth therein; (b) the Issuing Bank approves the form of such Letter of Credit; (c) such Letter of Credit bears an expiration date not later than the earlier of (i) one year after the date of issuance and (ii) 30 days prior to the Maturity Date; (d) the Issuing Bank receives a request for issuance three Business Days prior to the date of issuance (unless the Issuing Bank, in its sole and absolute discretion, agrees to shorter notice in any instance); (e) the purpose of such Letter of Credit shall be acceptable to the Issuing Bank; and (f) the conditions set forth in Section 4.2 (Requirements for Each Loan/Letter of Credit) are fulfilled to the satisfaction of the Issuing Bank as of the date of the issuance of such Letter of Credit. Notwithstanding anything in this Article 3, the Issuing Bank shall be under no obligation to issue any Letter of Credit if there is a Defaulting Lender, unless the Issuing Bank has entered into arrangements satisfactory to the Issuing Bank with the Borrower or such Defaulting Lender to eliminate the Issuing Bank’s risk with respect to such Defaulting Lender.

Commitment to Issue Letters of Credit. Subject to the requirements set forth below, the Borrower may use a portion of the RC Commitment, which portion shall not exceed $5,250,000 10,000,000 (the “Letter of Credit Sublimit”) ), for the purpose of causing the an Issuing Bank to issue standby Letters of Credit denominated in Dollars for the account of the Borrower, Borrower and/or Subsidiary Guarantors; provided that (a) the Borrower executes and delivers, and if the Letter of Credit is for the account of a Subsidiary Guarantor, then such Subsidiary Guarantor also so executes and delivers as a co-applicant, a letter of credit application and reimbursement agreement in a form acceptable to the such Issuing Bank and complies with any conditions to the issuance of such Letter of Credit (including the payment of any applicable fees) set forth therein; (b) the such Issuing Bank approves the form of such Letter of Credit; (c) such Letter of Credit bears an expiration date not later than the earlier of (i) one year after the date of issuance and (ii) 30 days prior to the Maturity Date; provided that any Letter of Credit with a one-year tenor may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (ii) above); (d) the such Issuing Bank receives a request for issuance three Business Days prior to the date of issuance (unless the such Issuing Bank, in its sole and absolute discretion, agrees to shorter notice in any instance)) a copy of which shall concurrently be delivered to the Agent by the Borrower; (e) the purpose of such Letter of Credit shall be acceptable to the such Issuing Bank; and (f) the conditions set forth in Section 4.2 (Requirements for Each Loan/Letter of Credit) are fulfilled to the satisfaction of the such Issuing Bank as of the date of the issuance of such Letter of Credit and (g) no later than the date of issuance of any such Letter of Credit, the Borrower shall have delivered to the Agent a certification as to the name of the Issuing Bank, the face amount of the Letter of Credit, and a statement that all of the conditions hereunder have been complied with. Notwithstanding anything in this Article ARTICLE 3, the each Issuing Bank shall be under no obligation to issue any Letter of Credit if there is a Defaulting Lender, unless the such Issuing Bank has entered into arrangements satisfactory to the such Issuing Bank and to the Agent, with the Borrower or such Defaulting Lender to eliminate the such Issuing Bank’s risk with respect to such Defaulting Lender.

Commitment to Issue Letters of Credit. Subject to the requirements set forth below, the U.S. Borrower may use a portion of the RC Commitment, which portion shall not exceed $5,250,000 10,000,000 (the “Letter of Credit Sublimit”) ), for the purpose of causing the Issuing Bank to issue standby Letters of Credit denominated in Dollars for the account of the U.S. Borrower, U.S. Subsidiary Guarantors and/or the Canadian Borrower, provided that (a) the U.S. Borrower executes and delivers, and if the Letter of Credit is for the account of the Canadian Borrower or a U.S. Subsidiary Guarantor, then such Person also so executes and delivers as a co-applicant, a letter of credit application and reimbursement agreement in a form acceptable to the Issuing Bank and complies with any conditions to the issuance of such Letter of Credit (including the payment of any applicable fees) set forth therein; (b) the Issuing Bank approves the form of such Letter of Credit; (c) such Letter of Credit bears an expiration date not later than the earlier of (i) one year after the date of issuance and (ii) 30 days prior to the Maturity Date; provided that any Letter of Credit with a one-year tenor may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (ii) above); (d) the Issuing Bank receives a request for issuance three Business Days prior to the date of issuance (unless the Issuing Bank, in its sole and absolute discretion, agrees to shorter notice in any instance); (e) the purpose of such Letter of Credit shall be acceptable to the Issuing Bank; and (f) the conditions set forth in Section 4.2 4.3 (Requirements for Each Loan/Letter of Credit) are fulfilled to the satisfaction of the Issuing Bank as of the date of the issuance of such Letter of Credit. Notwithstanding anything in this Article 3, the Issuing Bank shall be under no obligation to issue any Letter of Credit if there is a Defaulting Lender, unless the Issuing Bank has entered into arrangements satisfactory to the Issuing Bank with the U.S. Borrower or such Defaulting Lender to eliminate the Issuing Bank’s risk with respect to such Defaulting Lender.

Commitment to Issue Letters of Credit. Subject to the requirements set forth below, the Borrower may use a portion of the RC Commitment, which portion shall not exceed the sum of Fifteen Million Dollars ($5,250,000 15,000,000) (the “Letter of Credit Sublimit”) for the purpose of causing the Issuing Bank to issue standby Letters of Credit denominated in Dollars for the account of the BorrowerBorrower or any of its U.S. Subsidiaries; provided, provided that (a) the Borrower or the applicable Subsidiary executes and delivers a letter of credit application and reimbursement agreement in a form acceptable to the Issuing Bank and complies with any conditions to the issuance of such Letter of Credit (including the payment of any applicable fees) set forth therein; (b) the Issuing Bank approves the form of such Letter of Credit; (c) except for evergreen Letters of Credit approved by the Issuing Bank it is sole discretion, but which will not be extended for a period past the RC Maturity Date, such Letter of Credit bears an expiration date not later than the earlier of (i) one year after the date of issuance and (ii) 30 days prior to the RC Maturity Date; (d) the Issuing Bank receives a request for issuance three (3) Business Days prior to the date of issuance (unless the Issuing Bank, in its sole and absolute discretion, agrees to shorter notice in any instance); (e) the purpose of such Letter of Credit shall be acceptable to the Issuing Bank; and (f) the conditions set forth in Section 4.2 (Requirements for Each Loan/Letter of Credit) are fulfilled to the satisfaction of the Issuing Bank as of the date of the issuance of such Letter of Credit. Notwithstanding anything in this Article 3, the Issuing Bank shall be under no obligation to issue any Letter of Credit if there is a Defaulting Lender, unless the Issuing Bank has entered into arrangements satisfactory to the Issuing Bank with the Borrower or such Defaulting Lender to eliminate the Issuing Bank’s risk with respect to such Defaulting Lender.

Commitment to Issue Letters of Credit. Subject to the requirements set forth below, the Borrower may use a portion of the RC Commitment, which portion shall not exceed $5,250,000 15,000,000 (the “Letter of Credit Sublimit”) for the purpose of causing the Issuing Bank to issue standby Letters of Credit denominated in Dollars for the account of the Borrower, provided that (a) the Borrower executes and delivers a letter of credit application and reimbursement agreement in a form acceptable to the Issuing Bank and complies with any conditions to the issuance of such Letter of Credit (including the payment of any applicable fees) set forth therein; (b) the Issuing Bank approves the form of such Letter of Credit; (c) such Letter of Credit bears an expiration date not later than the earlier of (i) one year after the date of issuance (provided that, in the sole discretion of the Issuing Bank, the Issuing Bank may issue auto-extension or evergreen Letters of Credit so long as the same allow the Issuing Bank at least once per year to decide whether or not to extend the same) and (ii) 30 thirty (30) days prior to the Maturity Date; (d) the Issuing Bank receives a request for issuance three (3) Business Days prior to the date of issuance (unless the Issuing Bank, in its sole and absolute discretion, agrees to shorter notice in any instance); (e) the purpose of such Letter of Credit shall be acceptable to the Issuing Bank; and (f) the conditions set forth in Section 4.2 (Requirements for Each Loan/Letter of Credit) are fulfilled to the satisfaction of the Issuing Bank as of the date of the issuance of such Letter of Credit. Notwithstanding anything in this Article 3, the Issuing Bank Each letter of credit referenced on Schedule 3.1.1 hereto shall be under no obligation deemed to issue any be a Letter of Credit if there is a Defaulting Lender, unless the Issuing Bank has entered into arrangements satisfactory to the Issuing Bank with the Borrower or such Defaulting Lender to eliminate the Issuing Bank’s risk with respect to such Defaulting Lenderissued under this Subsection 3.1.1.

Commitment to Issue Letters of Credit. Subject to the requirements set forth below, the U.S. Borrower may use a portion of the RC Commitment, which portion shall not exceed $5,250,000 10,000,000 (the “Letter of Credit Sublimit”) ), for the purpose of causing the an Issuing Bank to issue standby Letters of Credit denominated in Dollars for the account of the U.S. Borrower, U.S. Subsidiary Guarantors and/or the Canadian Borrower; provided that (a) the U.S. Borrower executes and delivers, and if the Letter of Credit is for the account of the Canadian Borrower or a U.S. Subsidiary Guarantor, then such Person also so executes and delivers as a co-applicant, a letter of credit application and reimbursement agreement in a form acceptable to the such Issuing Bank and complies with any conditions to the issuance of such Letter of Credit (including the payment of any applicable fees) set forth therein; (b) the such Issuing Bank approves the form of such Letter of Credit; (c) such Letter of Credit bears an expiration date not later than the earlier of (i) one year after the date of issuance and (ii) 30 days prior to the Maturity Date; provided that any Letter of Credit with a one-year tenor may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (ii) above); (d) the such Issuing Bank receives a request for issuance three Business Days prior to the date of issuance (unless the such Issuing Bank, in its sole and absolute discretion, agrees to shorter notice in any instance)) a copy of which shall concurrently be delivered to the Agent by the Borrower; (e) the purpose of such Letter of Credit shall be acceptable to the such Issuing Bank; and (f) the conditions set forth in Section 4.2 (Requirements for Each Loan/Letter of Credit) are fulfilled to the satisfaction of the such Issuing Bank as of the date of the issuance of such Letter of Credit and (g) no later than the date of issuance of any such Letter of Credit, the Borrower shall have delivered to the Agent a certification as to the name of the Issuing Bank, the face amount of the Letter of Credit, and a statement that all of the conditions hereunder have been complied with. Notwithstanding anything in this Article ARTICLE 3, the each Issuing Bank shall be under no obligation to issue any Letter of Credit if there is a Defaulting Lender, unless the such Issuing Bank has entered into arrangements satisfactory to the such Issuing Bank and to the Agent, with the U.S. Borrower or such Defaulting Lender to eliminate the such Issuing Bank’s risk with respect to such Defaulting Lender.

Commitment to Issue Letters of Credit. Subject to the requirements set forth below, the Borrower may use a portion of the RC Commitment, which portion shall not exceed $5,250,000 12,000,000 (the “Letter of Credit Sublimit”) for the purpose of causing the Issuing Bank to issue standby Letters of Credit denominated in Dollars for the account of the Borrower, provided that (a) the Borrower executes and delivers a letter of credit application and reimbursement agreement in a form acceptable to the Issuing Bank and complies with any conditions to the issuance of such Letter of Credit (including the payment of any applicable fees) set forth therein; (b) the Issuing Bank approves the form of such Letter of Credit; (c) such Letter of Credit bears an expiration date not later than the earlier of (i) one year after the date of issuance (or in the sole discretion of the Issuing Bank provides that such Letter of Credit will automatically renew for additional periods of one year subject to the Issuing Bank’s right to elect to terminate the Letter of Credit at the original expiration date or any subsequent expiration date upon prior written notice of a duration acceptable to the Issuing Bank) and (ii) 30 days prior to the RC Maturity Date; (d) the Issuing Bank receives a request for issuance three Business Days prior to the date of issuance (unless the Issuing Bank, in its sole and absolute discretion, agrees to shorter notice in any instance); (e) the purpose of such Letter of Credit shall be acceptable to the Issuing Bank; and (f) the conditions set forth in Section 4.2 3.2 (Requirements for Each Loan/Letter of Credit) are fulfilled to the satisfaction of the Issuing Bank as of the date of the issuance of such Letter of Credit. Notwithstanding anything in this Article 3, the Issuing Bank Each letter of credit referenced on Schedule 2.1.1 hereto shall be under no obligation deemed to issue any be a Letter of Credit if there is a Defaulting Lender, unless the Issuing Bank has entered into arrangements satisfactory to the Issuing Bank with the Borrower or such Defaulting Lender to eliminate the Issuing Bank’s risk with respect to such Defaulting Lenderissued under this Section 2.1.1(1).

Commitment to Issue Letters of Credit. Subject to the requirements set forth below, the Borrower may use a portion of the Commitment, which portion shall not exceed the sum of Fifteen Million Dollars ($5,250,000 15,000,000) (the “Base Amount Sublimit") plus the EBITDA/LOC Limit (the “Special Litigation Sublimit” and, together with the Base Amount Sublimit, the “Letter of Credit Sublimit”") for the purpose of causing the Issuing Bank to issue standby Letters of Credit denominated in Dollars for the account of the BorrowerBorrower or any of its U.S. Subsidiaries; provided, provided that (a) the Borrower or the applicable Subsidiary executes and delivers a letter of credit application and reimbursement agreement in a form acceptable to the Issuing Bank and complies with any conditions to the issuance of such Letter of Credit (including the payment of any applicable fees) set forth therein; (b) the Issuing Bank approves the form of such Letter of Credit; (c) except for evergreen Letters of Credit approved by the Issuing Bank it is sole discretion, but which will not be extended for a period past the Maturity Date, such Letter of Credit bears an expiration date not later than the earlier of (i) one year after the date of issuance and (ii) 30 days prior to the Maturity Date; (d) the Issuing Bank receives a request for issuance three (3) Business Days prior to the date of issuance (unless the Issuing Bank, in its sole and absolute discretion, agrees to shorter notice in any instance); (e) the purpose of such Letter of Credit shall be acceptable to the Issuing Bank; and (f) the conditions set forth in Section 4.2 (Requirements for Each Loan/Letter of Credit) are fulfilled to the satisfaction of the Issuing Bank as of the date of the issuance of such Letter of Credit. Notwithstanding anything in this Article 3, provided, however, the Issuing Bank shall be under no obligation to issue any Letter Borrower may only request Letters of Credit if there is a Defaulting Lenderusing the Special Litigation Sublimit, unless and the Issuing Bank has entered into arrangements satisfactory Banks shall only issue Letters of Credit from the Special Litigation Sublimit, for purposes related to the Issuing Bank Subject Litigation, including for purposes associated with the Borrower any appeal thereof or bonding of any such Defaulting Lender to eliminate the Issuing Bank’s risk with respect to such Defaulting Lenderappeal.

Commitment to Issue Letters of Credit. Subject to the requirements set forth below, the Borrower may use a portion request that the Issuing Bank issue standby Letters of Credit for the account of the CommitmentBorrower in an aggregate face amount, which portion shall subject to clause (h) below, not to exceed $5,250,000 15,000,000 (the “Letter of Credit Sublimit”) for the purpose of causing the Issuing Bank to issue standby Letters of Credit denominated in Dollars for the account of the Borrower), provided that (a) the Borrower executes and delivers a letter of credit application and reimbursement agreement in a form acceptable to the Issuing Bank and complies with any conditions to the issuance of such Letter of Credit (including the payment of any applicable fees) set forth therein; (b) the Issuing Bank approves the form of such Letter of Credit; (c) such Letter of Credit bears an expiration date not later than the earlier of (i) one year after the date of issuance (provided that, in the sole discretion of the Issuing Bank, the Issuing Bank may issue auto-extension or evergreen Letters of Credit so long as the same allow the Issuing Bank at least once per year to decide whether or not to extend the same) and (ii) 30 thirty (30) days prior to the Maturity Date; (d) the Issuing Bank receives a request for issuance three (3) Business Days prior to the date of issuance (unless the Issuing Bank, in its sole and absolute discretion, agrees to shorter notice in any instance); (e) the purpose of such Letter of Credit shall be acceptable to the Issuing BankBank and the Majority Lenders; and (f) the conditions set forth in Section 4.2 (Requirements for Each Loan/Letter of Credit) are fulfilled to the satisfaction of the Issuing Bank and the Majority Lenders as of the date of the issuance of such Letter of Credit. Notwithstanding anything in this Article 3; (g) the provisions of Section 3.1.9 are complied with; and (h) until M&T has been replaced as an Issuing Bank, the Issuing Bank shall be under no obligation to issue any Letter of Credit if there is Sublimit shall be $12,500,000. Each letter of credit referenced on Schedule 3.1.1 hereto shall be deemed to be a Defaulting Lender, unless the Issuing Bank has entered into arrangements satisfactory to the Issuing Bank with the Borrower or such Defaulting Lender to eliminate the Issuing Bank’s risk with respect to such Defaulting LenderLetter of Credit issued under this Subsection 3.1.1.

Commitment to Issue Letters of Credit. Subject to the requirements set forth below, the Borrower may use a portion of the Commitment, which portion shall not exceed the sum of Fifteen Million Dollars ($5,250,000 15,000,000) (the “Letter of Credit Sublimit”) for the purpose of causing the Issuing Bank to issue standby Letters of Credit denominated in Dollars for the account of the BorrowerBorrower or any of its U.S. Subsidiaries; provided, provided that (a) the Borrower or the applicable Subsidiary executes and delivers a letter of credit application and reimbursement agreement in a form acceptable to the Issuing Bank and complies with any conditions to the issuance of such Letter of Credit (including the payment of any applicable fees) set forth therein; (b) the Issuing Bank approves the form of such Letter of Credit; (c) except for evergreen Letters of Credit approved by the Issuing Bank it is sole discretion, but which will not be extended for a period past the Maturity Date, such Letter of Credit bears an expiration date not later than the earlier of (i) one year after the date of issuance and (ii) 30 days prior to the Maturity Date; (d) the Issuing Bank receives a request for issuance three (3) Business Days prior to the date of issuance (unless the Issuing Bank, in its sole and absolute discretion, agrees to shorter notice in any instance); (e) the purpose of such Letter of Credit shall be acceptable to the Issuing Bank; and (f) the conditions set forth in Section 4.2 (Requirements for Each Loan/Letter of Credit) are fulfilled to the satisfaction of the Issuing Bank as of the date of the issuance of such Letter of Credit. Notwithstanding anything in this Article 3, the Issuing Bank shall be under no obligation to issue any Letter of Credit if there is a Defaulting Lender, unless the Issuing Bank has entered into arrangements satisfactory to the Issuing Bank with the Borrower or such Defaulting Lender to eliminate the Issuing Bank’s risk with respect to such Defaulting Lender.

Commitment to Issue Letters of Credit. Subject to the requirements set forth below, the Borrower Company may use a portion of the Revolving Credit Commitment, which portion shall not exceed Fifty Million Dollars ($5,250,000 50,000,000) (the “"Letter of Credit Sublimit”") for the purpose of causing the Issuing Bank to issue standby Letters of Credit denominated in Dollars for the account of the BorrowerCompany, provided that (ai) the Borrower Company executes and delivers a letter of credit application and reimbursement agreement in a form acceptable to the Issuing Bank and complies with any conditions to the issuance of such Letter of Credit (including the payment of any applicable fees) set forth therein; (bii) the Issuing Bank approves the form of such Letter of Credit; (ciii) such Letter of Credit bears an expiration date not later than the earlier of (i) one year after the date of issuance and (ii) 30 days prior to the Revolver Maturity Date; (div) the Issuing Bank receives a request for issuance three (3) Business Days prior to the date of issuance (unless the Issuing Bank, in its sole and absolute discretion, agrees to shorter notice in any instance); (e) the purpose of such Letter of Credit shall be acceptable to the Issuing Bank; and (fv) the conditions set forth in Section 4.2 5.2 (Requirements for Each Loan/Letter of Credit) are fulfilled to the satisfaction of the Issuing Bank satisfied as of the date of the issuance of such Letter of Credit. Notwithstanding anything in this Article 3, the Issuing Bank The letters of credit listed on Schedule 4.1 hereto shall be under no obligation to issue any Letter Letters of Credit if there is a Defaulting Lender, unless the Issuing Bank has entered into arrangements satisfactory to the Issuing Bank with the Borrower or such Defaulting Lender to eliminate the Issuing Bank’s risk with respect to such Defaulting Lenderunder this Agreement.

Commitment to Issue Letters of Credit. Subject to the requirements set forth below, the Borrower may use a portion of the RC Commitment, which portion shall not exceed exceed, in the aggregate, (1) at any time prior to April 27, 2016, Thirty Million Dollars ($5,250,000 30,000,000) and (2) thereafter, Twenty Five Million Dollars ($25,000,000) (the “Letter of Credit Sublimit”) for the purpose of causing the Issuing Bank to issue standby Letters of Credit denominated in Dollars for the account of the BorrowerBorrower or any of its U.S. Subsidiaries; provided, provided that (a) the Borrower or the applicable Subsidiary executes and delivers a letter of credit application and reimbursement agreement in a form acceptable to the Issuing Bank and complies with any conditions to the issuance of such Letter of Credit (including the payment of any applicable fees) set forth therein; (b) the Issuing Bank approves the form of such Letter of Credit; (c) except for evergreen Letters of Credit approved by the Issuing Bank in its sole discretion, but which will not be extended for a period past the RC Maturity Date, such Letter of Credit bears an expiration date not later than the earlier of (i) one (1) year after the date of issuance and (ii) 30 thirty (30) days prior to the RC Maturity Date; (d) the Issuing Bank receives a request for issuance three (3) Business Days prior to the date of issuance (unless the Issuing Bank, in its sole and absolute discretion, agrees to shorter notice in any instance); (e) the purpose of such Letter of Credit shall be acceptable to the Issuing Bank; and (f) the conditions set forth in Section 4.2 (Requirements for Each Loan/Letter of Credit) are fulfilled to the satisfaction of the Issuing Bank as of the date of the issuance of such Letter of Credit. Notwithstanding anything in this Article 3, the Issuing Bank shall be under no obligation to issue any Letter of Credit if there is a Defaulting Lender, unless the Issuing Bank has entered into arrangements satisfactory to the Issuing Bank with the Borrower or such Defaulting Lender to eliminate the Issuing Bank’s risk with respect to such Defaulting Lender. On and as of the Closing Date, each Existing Letter of Credit shall constitute a Letter of Credit hereunder.