Common use of Conditions to Issuance of Letters of Credit Clause in Contracts

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that (i) such Letter of Credit shall be in the form called for by the Reimbursement Agreement with all information filled in and verified to the satisfaction of such Issuing Lender, (ii) the Borrower shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender shall have reasonably requested and (iii) such Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that the aggregate Letter of Credit Liabilities will not exceed the aggregate amount of the Commitments. Notwithstanding any other provision of this Section 3.04, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any requirement of law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which such Issuing Lender in good xxxxx xxxxx material to it.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Additional Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that (i) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lender, (ii) the Borrower and, if applicable, any such Affiliate of the Borrower, shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender shall have reasonably requested and (iii) such Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that (A) the aggregate Letter of Credit Liabilities Revolving Outstandings will not exceed the aggregate amount of the CommitmentsCommitments and (B) the aggregate fronting exposure of any Issuing Lender shall not exceed the Fronting Sublimit. Notwithstanding any other provision of this Section 3.04, no Issuing Lender shall be under any obligation to issue any Additional Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Additional Letter of Credit, or any requirement of law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Additional Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Additional Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofEscrow Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Effective Date and which such Issuing Lender in good xxxxx xxxxx material to it.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that (ia) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lender, (iib) the Borrower and, if applicable, any such Affiliate of the Borrower, shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender shall have reasonably requested and (iiic) such Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that (i) the aggregate outstanding amount of Letter of Credit Liabilities shall not exceed $250,000,000, (ii) the aggregate Revolving Outstandings will not exceed the aggregate amount of the CommitmentsCommitments and (iii) the aggregate fronting exposure of any Issuing Lender shall not exceed the Fronting Sublimit. Notwithstanding any other provision of this Section 3.04, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any requirement of law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofEffective Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Effective Date and which such Issuing Lender in good xxxxx xxxxx material to it.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that (ia) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lender, (iib) the Borrower and, if applicable, any such Affiliate of the Borrower, shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender shall have reasonably requested and (iiic) such Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that (i) the aggregate outstanding amount of Letter of Credit Liabilities shall not exceed $200,000,000, (ii) the aggregate Revolving Outstandings will not exceed the aggregate amount of the CommitmentsCommitments and (iii) the aggregate fronting exposure of any Issuing Lender shall not exceed the Fronting Sublimit. Notwithstanding any other provision of this Section 3.04, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any requirement of law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofEffective Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Effective Date and which such Issuing Lender in good xxxxx xxxxx material to it.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender L/C Issuer of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IVSection 4.02, be subject to the conditions precedent that (i) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lenderapplicable L/C Issuer, (ii) the Borrower shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender the L/C Issuer shall have reasonably requested and requested, (iii) such Issuing Lender the L/C Issuer shall have confirmed with the Administrative Agent on the date of (and after giving effect to) such issuance that (A) the aggregate Letter amount of Credit Liabilities all L/C Obligations will not exceed the L/C Committed Amount and (B) the aggregate Revolving Outstandings will not exceed the aggregate amount of the CommitmentsRevolving Commitments and (iv) the L/C Issuer shall not have been notified by the Administrative Agent that any condition specified in Section 4.02(b) or (c) is not satisfied on the date such Letter of Credit is to be issued. Notwithstanding any other provision of this Section 3.042.05, no Issuing Lender L/C Issuer shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any governmental authority Governmental Authority shall by its terms purport to enjoin or restrain such Issuing Lender the L/C Issuer from issuing such Letter of Credit, or any requirement of law Law applicable to such Issuing Lender L/C Issuer or any request or directive (whether or not having the a force of lawLaw) from any governmental authority Governmental Authority with jurisdiction over such Issuing Lender L/C Issuer shall prohibit, or request that such Issuing Lender L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender L/C Issuer is not otherwise compensated hereunder) not in effect on the date hereofClosing Date, or shall impose upon such Issuing Lender L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the date hereof Closing Date and which such Issuing Lender L/C Issuer in good xxxxx fxxxx xxxxx material to it; or (ii) the issuance of such Letter of Credit shall violate any applicable general policies of such L/C Issuer.

Conditions to Issuance of Letters of Credit. The issuance by an the Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that (ia) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lender, (iib) the Borrower and, if applicable, any such Subsidiary of the Borrower, shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such the Issuing Lender shall have reasonably requested and (iiic) such the Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that (i) the aggregate outstanding amount of Letter of Credit Liabilities shall not exceed $10,000,000 and (ii) the aggregate Revolving Outstandings will not exceed the aggregate amount of the Commitments. Notwithstanding any other provision of this Section 3.043.03, no the Issuing Lender shall be under any no obligation to issue any Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such the Issuing Lender from issuing such Letter of Credit, or any requirement of law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofEffective Date, or shall impose upon such the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Effective Date and which such the Issuing Lender in good xxxxx xxxxx material to it.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that (ia) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lender, (iib) the Borrower and, if applicable, any such Affiliate of the Borrower, shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender shall have reasonably requested and (iiic) such Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that the aggregate Letter of Credit Liabilities Revolving Outstandings will not exceed the aggregate amount of the Commitments. Notwithstanding any other provision of this Section 3.04, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any requirement of law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofEffective Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Effective Date and which such Issuing Lender in good xxxxx xxxxx material to it.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that (ia) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lender, (iib) the applicable Borrower and, if applicable, any such Affiliate of such Borrower, shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender shall have reasonably requested and (iiic) such Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that (i) the aggregate outstanding amount of Letter of Credit Liabilities shall not exceed the Aggregate LC Sublimit, (ii) the aggregate Revolving Outstandings will not exceed the aggregate amount of the Commitments, (iii) the Borrower Revolving Outstandings of any Borrower will not exceed such Borrower’s Sublimit and (iv) the aggregate fronting exposure of any Issuing Lender shall not exceed its Fronting Sublimit. Notwithstanding any other provision of this Section 3.04, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any requirement of law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofEffective Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Effective Date and which such Issuing Lender in good xxxxx xxxxx material to it.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that (ia) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lender, (iib) the Borrower and, if applicable, any such Affiliate of the Borrower, shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender shall have reasonably requested and (iiic) such Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that (i) the aggregate outstanding amount of Letter of Credit Liabilities shall not exceed $50,000,000, (ii) the aggregate Revolving Outstandings will not exceed the aggregate amount of the CommitmentsCommitments and (iii) the Letter of Credit Liabilities of any Issuing Lender shall not exceed the Issuing Lender Sublimit. Notwithstanding any other provision of this Section 3.04, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any requirement of law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofEffective Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Effective Date and which such Issuing Lender in good xxxxx fxxxx xxxxx material to it.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IVSection 4.02, be subject to the conditions precedent that (i) such Letter of Credit shall be reasonably satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such applicable Issuing Lender, (ii) the Borrower shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such the Issuing Lender shall have reasonably requested and requested, (iii) such the Issuing Lender shall have confirmed with the Administrative Agent on the date of (and after giving effect to) such issuance that (A) the aggregate Letter amount of Credit Liabilities all LC Obligations will not exceed the LC Committed Amount, (B) the Foreign Currency LC Exposure will not exceed the Foreign Currency LC Committed Amount, (C) the aggregate amount Domestic Revolving Outstandings will not exceed the Domestic Revolving Committed Amount and (D) the Aggregate Revolving Outstandings will not exceed the Aggregate Revolving Committed Amount and (iv) the Issuing Lender shall not have been notified by the Administrative Agent that any condition specified in Section 4.02(b) or (c) is not satisfied on the date such Letter of the CommitmentsCredit is to be issued. Notwithstanding any other provision of this Section 3.042.05, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any governmental authority Governmental Authority shall by its terms purport to enjoin or restrain such the Issuing Lender from issuing such Letter of Credit, or any requirement of law Law applicable to such Issuing Lender or any request or directive (whether or not having the a force of lawLaw) from any governmental authority Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofClosing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Closing Date and which such Issuing Lender in good xxxxx xxxxx material to it; or (ii) the issuance of such Letter of Credit shall violate any applicable general policies of such Issuing Lender.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender CIBC of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IVV, be subject to the conditions precedent that (i) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing LenderCIBC, (ii) the Borrower Company shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender CIBC shall have reasonably requested and requested, (iii) the term of such Issuing Lender Letter of Credit does not extend beyond 12 months after the date of issuance (after giving effect to any and all auto-renewal or extension provisions within such Letter of Credit); and (iv) CIBC shall have confirmed on the date of (and after giving effect to) such issuance that the aggregate Letter of Credit Liabilities Aggregate Stated Amount will not exceed the aggregate amount of the CommitmentsMaximum Stated Amount. Notwithstanding any other provision of this Section 3.043.2, no Issuing Lender CIBC shall not be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such Issuing Lender CIBC from issuing such Letter of Credit, or any requirement of law applicable to such Issuing Lender CIBC or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender CIBC shall prohibit, or request that such Issuing Lender CIBC refrain from, the issuance of letters of credit generally or such Letter of Credit in particular particular, or shall impose upon such Issuing Lender CIBC with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender CIBC is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon such Issuing Lender CIBC any unreimbursed loss, cost or expense which was not applicable on the date hereof and which such Issuing Lender CIBC in good xxxxx xxxxx material to it.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IVSection 4.02, be subject to the conditions precedent that (i) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such applicable Issuing Lender, (ii) the Borrower shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such the Issuing Lender shall have reasonably requested and requested, (iii) such the Issuing Lender shall have confirmed with the Administrative Agent on the date of (and after giving effect to) such issuance that (A) the aggregate Letter amount of Credit Liabilities all LC Obligations will not exceed the LC Committed Amount and (B) the aggregate Revolving Outstandings will not exceed the aggregate amount of the CommitmentsRevolving Commitments and (iv) the Issuing Lender shall not have been notified by the Administrative Agent that any condition specified in Section 4.02(b) or (c) is not satisfied on the date such Letter of Credit is to be issued. Notwithstanding any other provision of this Section 3.042.06, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any governmental authority Governmental Authority shall by its terms purport to enjoin or restrain such the Issuing Lender from issuing such Letter of Credit, or any requirement of law Law applicable to such Issuing Lender or any request or directive (whether or not having the a force of lawLaw) from any governmental authority Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofClosing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Closing Date and which such Issuing Lender in good xxxxx xxxxx faith deems material to it; or (ii) the issuance of such Xxxxxx xx Credit shall violate any applicable general policies of such Issuing Lender.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that (i) such Letter of Credit shall be in the form called for by the Reimbursement Agreement with all information filled in and verified to the satisfaction of such Issuing Lender, (ii) the Borrower shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender shall have reasonably requested and (iii) such Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that the aggregate Letter of Credit Liabilities will not exceed the aggregate amount of the Commitments. Notwithstanding any other provision of this Section 3.04, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any requirement of law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofEffective Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Effective Date and which such Issuing Lender in good xxxxx xxxxx material to it.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that (i) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lender, (ii) the Borrower and, if applicable, any such Affiliate of the Borrower, shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender shall have reasonably requested and (iii) such Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that (A) the aggregate Letter of Credit Liabilities Revolving Outstandings will not exceed the aggregate amount of the CommitmentsCommitments and (B) the aggregate fronting exposure of any Issuing Lender shall not exceed the Fronting Sublimit. Notwithstanding any other provision of this Section 3.04, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any requirement of law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofEscrow Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Effective Date and which such Issuing Lender in good xxxxx fxxxx xxxxx material to it.

Conditions to Issuance of Letters of Credit. The issuance by an No Issuing Lender of each Bank shall be obligated to issue any Facility Letter of Credit shall, in addition to if the conditions precedent set forth in Article IV, be subject to Closing has not occurred or if at the conditions precedent that (i) such Letter of Credit shall be in the form called for by the Reimbursement Agreement with all information filled in and verified to the satisfaction time of such requested issuance the Issuing Lender, Bank determines or is advised by any Lender or the Agent that: (iia) the Borrower shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender shall have reasonably requested and (iii) such Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that the aggregate Letter of Credit Liabilities will not exceed the aggregate amount of the Commitments. Notwithstanding any other provision of this Section 3.04, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: any Any order, judgment or decree of any governmental authority or arbitrator shall purport by its terms purport to enjoin or restrain such Issuing Lender Bank from issuing such Facility Letter of Credit, Credit or any Lender from acquiring a participation therein or any requirement of law applicable to such Issuing Bank or any Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Bank or any Lender shall prohibit, or request that direct such Issuing Lender Bank to refrain from, or otherwise prevent the issuance of letters of credit generally or such Facility Letter of Credit in particular or shall impose upon such Issuing any Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, from acquiring a participation therein or shall impose upon such Issuing Bank or such Lender with respect to that Facility Letter of Credit or such Lender's participation therein any restriction or unreimbursed reserve - 76 - 84 requirement not in effect on the Closing Date or any unreimbursed loss, cost or expense which was not applicable on or as of the date hereof Closing Date and which such Issuing Bank or such Lender in good faitx xxxxx xxxxx material xxxerially adverse to it; or (b) any Lender is a Defaulting Lender hereunder unless the Agent and the Issuing Banks have entered into satisfactory arrangements with the Borrower to eliminate the Issuing Banks' risk with respect to such Defaulting Lender, including cash collateralization of such Lender's Proportionate Share of such Facility Letter of Credit.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Additional Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that (i) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lender, (ii) the Borrower and, if applicable, any such Affiliate of the Borrower, shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender shall have reasonably requested and (iii) such Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that (A) the aggregate Letter of Credit Liabilities Revolving Outstandings will not exceed the aggregate amount of the CommitmentsCommitments and (B) the aggregate fronting exposure of any Issuing Lender shall not exceed the Fronting Sublimit. Notwithstanding any other provision of this Section 3.04, no Issuing Lender shall be under any obligation to issue any Additional Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Additional Letter of Credit, or any requirement of law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Additional Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Additional Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofEffective Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Effective Date and which such Issuing Lender in good xxxxx xxxxx material to it.

Conditions to Issuance of Letters of Credit. The issuance by an the Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that (i) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lender, (ii) the Borrower shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such the Issuing Lender shall have reasonably requested and (iii) such the Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that (A) the aggregate amount of all Letter of Credit Liabilities will not exceed the Letter of Credit Commitment and (B) the aggregate Revolving Outstandings will not exceed the aggregate amount of the Revolving Commitments. Notwithstanding any other provision of this Section 3.043.03, no the Issuing Lender shall not be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such the Issuing Lender from issuing such Letter of Credit, or any requirement of law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofClosing Date, or shall impose upon such the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Closing Date and which such the Issuing Lender in good xxxxx xxxxx material to it.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that (i) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lender, (ii) the Borrower and, if applicable, any such Affiliate of the Borrower, shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender shall have reasonably requested and (iii) such Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that (A) the aggregate amount of all Letter of Credit Liabilities will not exceed the Letter of Credit Commitment and (B) the aggregate Revolving Outstandings will not exceed the aggregate amount of the Revolving Commitments. Notwithstanding any other provision of this Section 3.04, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any requirement of law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofClosing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Closing Date and which such Issuing Lender in good xxxxx xxxxx material to it.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IVSection 4.02, be subject to the conditions precedent that (i) such Letter of Credit shall be reasonably satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such applicable Issuing Lender, (ii) the Borrower shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such the Issuing Lender shall have reasonably requested and requested, (iii) such the Issuing Lender shall have confirmed with the Administrative Agent on the date of (and after giving effect to) such issuance that (A) in the case of the issuance of a Revolving Letter of Credit, (x) the aggregate Letter amount of Credit Liabilities all Revolving LC Obligations will not exceed the Revolving LC Committed Amount, (y) the aggregate Domestic Revolving Outstandings will not exceed the Domestic Revolving Committed Amount, and (z) the Aggregate Revolving Outstandings will not exceed the Aggregate Revolving Committed Amount, (B) in the case of the issuance of a Credit-Linked Letter of Credit, the aggregate amount of all Credit-Linked LC Obligations will not exceed the CommitmentsCredit-Linked LC Committed Amount, and (C) in the case of the issuance of (x) a Revolving Foreign Currency Letter of Credit, the Revolving Foreign Currency LC Exposure will not exceed the Revolving Foreign Currency LC Committed Amount and (y) a Credit-Linked Foreign Currency Letter of Credit, the Credit-Linked Foreign Currency LC Exposure will not exceed the Credit-Linked Foreign Currency LC Committed Amount; (iv) the Issuing Lender shall not have been notified by the Administrative Agent that any condition specified in Section 4.02(b) or (c) is not satisfied on the date such Letter of Credit is to be issued and (v) in the case of the issuance of a Credit-Linked Foreign Currency Letter of Credit, the Borrower shall have Cash Collateralized 5% of the initial face amount of such Credit-Linked Foreign Currency Letter of Credit. Notwithstanding any other provision of this Section 3.042.05, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any governmental authority Governmental Authority shall by its terms purport to enjoin or restrain such the Issuing Lender from issuing such Letter of Credit, or any requirement of law Law applicable to such Issuing Lender or any request or directive (whether or not having the a force of lawLaw) from any governmental authority Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofClosing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Closing Date and which such Issuing Lender in good xxxxx xxxxx material to it; or (ii) the issuance of such Letter of Credit shall violate any applicable general policies of such Issuing Lender.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IVSECTION 4.02, be subject to the conditions precedent that (i) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such applicable Issuing Lender, (ii) the Borrower shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such the Issuing Lender shall have reasonably requested and requested, (iii) such the Issuing Lender shall have confirmed with the Administrative Agent on the date of (and after giving effect to) such issuance that (A) the aggregate Letter amount of Credit Liabilities all LC Obligations will not exceed the LC Committed Amount and (B) the aggregate Revolving Outstandings will not exceed the aggregate amount of the CommitmentsRevolving Commitments and (iv) the Issuing Lender shall not have been notified by the Administrative Agent that any condition specified in SECTION 4.02(b) or (c) is not satisfied on the date such Letter of Credit is to be issued. Notwithstanding any other provision of this Section 3.04SECTION 2.06, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any governmental authority Governmental Authority shall by its terms purport to enjoin or restrain such the Issuing Lender from issuing such Letter of Credit, or any requirement of law Law applicable to such Issuing Lender or any request or directive (whether or not having the a force of lawLaw) from any governmental authority Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofClosing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Closing Date and which such Issuing Lender in good xxxxx xxxxx faith deems material to it; or (ii) the issuance of such Letter of Xxxxxx xxxll violate any applicable general policies of such Issuing Lender.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Additional Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that (i) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lender, (ii) the Borrower and, if applicable, any such Affiliate of the Borrower, shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender shall have reasonably requested and (iii) such Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that (A) the aggregate amount of all Letter of Credit Liabilities will not exceed the Letter of Credit Commitment and (B) the aggregate Revolving Outstandings will not exceed the aggregate amount of the Revolving Commitments. Notwithstanding any other provision of this Section 3.04, no Issuing Lender shall be under any obligation to issue any Additional Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Additional Letter of Credit, or any requirement of law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Additional Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Additional Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofClosing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Closing Date and which such Issuing Lender in good xxxxx xxxxx material to it.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that (i) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lender, (ii) the Borrower and, if applicable, any such Affiliate of the Borrower, shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender shall have reasonably requested and (iii) such Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that (A) the aggregate amount of Letter of Credit Liabilities shall not exceed $200,000,000, (B) the aggregate Revolving Outstandings will not exceed the aggregate amount of the CommitmentsCommitments and (C) the aggregate fronting exposure of any Issuing Lender shall not exceed the Fronting Sublimit. Notwithstanding any other provision of this Section 3.04, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any requirement of law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofEffective Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Effective Date and which such Issuing Lender in good xxxxx xxxxx material to it.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that (ia) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lender, (iib) the Borrower and, if applicable, any such Affiliate of the Borrower, shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender shall have reasonably requested and (iiic) such Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that (i) the aggregate outstanding amount of Letter of Credit Liabilities shall not exceed $150,000,000, (ii) the aggregate Revolving Outstandings will not exceed the aggregate amount of the CommitmentsCommitments and (iii) the aggregate fronting exposure of any Issuing Lender shall not exceed the Fronting Sublimit. Notwithstanding any other provision of this Section 3.04, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any requirement of law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofEffective Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Effective Date and which such Issuing Lender in good xxxxx fxxxx xxxxx material to it.

Conditions to Issuance of Letters of Credit. The issuance by an the Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth elsewhere in Article IVthis Agreement, be subject to the conditions precedent that (i) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lender, (ii) the Borrower and, if applicable, any such Affiliate of the Borrower, shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such the Issuing Lender shall have reasonably requested and (iii) such the Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that (A) the aggregate amount of all Letter of Credit Liabilities will not exceed the Letter of Credit Commitment and (B) the aggregate Revolving Outstandings will not exceed the aggregate amount of the Revolving Commitments. Notwithstanding any other provision of this Section 3.04, no the Issuing Lender shall not be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such the Issuing Lender from issuing such Letter of Credit, or any requirement of law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofClosing Date, or shall impose upon such the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Closing Date and which such the Issuing Lender in good xxxxx xxxxx material to it.” (h) Section 4.02(d) of the Credit Agreement shall be deleted in its entirety and replaced with the following:

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Additional Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that (ia) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lender, (iib) the Borrower and, if applicable, any such Affiliate of the Borrower, shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender shall have reasonably requested and (iiic) such Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that (i) the aggregate outstanding amount of Letter of Credit Liabilities shall not exceed $150,000,000, (ii) the aggregate Revolving Outstandings will not exceed the aggregate amount of the CommitmentsCommitments and (iii) the aggregate fronting exposure of any Issuing Lender shall not exceed the Fronting Sublimit. Notwithstanding any other provision of this Section 3.04, no Issuing Lender shall be under any obligation to issue any Additional Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Additional Letter of Credit, or any requirement of law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Additional Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Additional Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofEffective Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Effective Date and which such Issuing Lender in good xxxxx xxxxx material to it.

Conditions to Issuance of Letters of Credit. The issuance by an the Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IVSection 4.02, be subject to the conditions precedent that (i) such Letter of Credit shall be reasonably satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lender, (ii) the Borrower shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such the Issuing Lender shall have reasonably requested and requested, (iii) such Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that (A) the aggregate Letter amount of Credit Liabilities all LC Obligations will not exceed the LC Committed Amount and (B) the aggregate amount Revolving Outstandings will not exceed the Revolving Commitments and (iv) the Issuing Lender shall not have been notified by any Lender that any condition specified in Section 4.02(b) or (c) is not satisfied on the date such Letter of the CommitmentsCredit is to be issued. Notwithstanding any other provision of this Section 3.042.05, no the Issuing Lender shall not be under any obligation hereunder to issue any Letter of Credit if: (i) any order, judgment or decree of any governmental authority Governmental Authority shall by its terms purport to enjoin or restrain such the Issuing Lender from issuing such Letter of Credit, or any requirement of law Law applicable to such the Issuing Lender or any request or directive (whether or not having the a force of lawLaw) from any governmental authority Governmental Authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofClosing Date, or shall impose upon such Issuing Lender the Administrative Agent any unreimbursed loss, cost or expense which was not applicable on the date hereof Closing Date and which such the Issuing Lender in good xxxxx xxxxx material to it; or (ii) the issuance of such Letter of Credit shall violate any applicable general policies of the Issuing Lender.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that (i) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lender, (ii) the Borrower and, if applicable, any such Affiliate of the Borrower, shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender shall have reasonably requested and (iii) such Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that (A) the aggregate Letter of Credit Liabilities Revolving Outstandings will not exceed the aggregate amount of the CommitmentsCommitments and (B) the aggregate fronting exposure of any Issuing Lender shall not exceed the Fronting Sublimit. Notwithstanding any other provision of this Section 3.04, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any requirement of law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofEscrow Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Effective Date and which such Issuing Lender in good xxxxx xxxxx material to it.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that (i) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lender, (ii) the Borrower and, if applicable, any such Affiliate of the Borrower, shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender shall have reasonably requested and (iii) such Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that (A) the aggregate outstanding amount of Letter of Credit Liabilities shall not exceed $250,000,000, (B) the aggregate Revolving Outstandings will not exceed the aggregate amount of the CommitmentsCommitments and (C) the aggregate fronting exposure of any Issuing Lender shall not exceed the Fronting Sublimit. Notwithstanding any other provision of this Section 3.04, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any requirement of law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofEffective Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Effective Date and which such Issuing Lender in good xxxxx xxxxx material to it.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Additional Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that (i) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lender, (ii) the Borrower and, if applicable, any such Affiliate of the Borrower, shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender shall have reasonably requested and (iii) such Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that (A) the aggregate outstanding amount of Letter of Credit Liabilities shall not exceed $150,000,000, (B) the aggregate Revolving Outstandings will not exceed the aggregate amount of the CommitmentsCommitments and (C) the aggregate fronting exposure of any Issuing Lender shall not exceed the Fronting Sublimit. Notwithstanding any other provision of this Section 3.04, no Issuing Lender shall be under any obligation to issue any Additional Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Additional Letter of Credit, or any requirement of law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Additional Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Additional Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofEffective Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Effective Date and which such Issuing Lender in good xxxxx xxxxx material to it.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that (ia) such Issuing Lender is prepared to issue such Letter of Credit (which determination it may give or withhold in its absolute discretion), (b) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lender, (iic) the Borrower and, if applicable, any such Affiliate of the Borrower, shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender shall have reasonably requested and (iiid) such Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that the aggregate Letter face amount of all outstanding Letters of Credit Liabilities will shall not exceed the aggregate total facility limit amount of the Commitments. set forth on Appendix A. Notwithstanding any other provision of this Section 3.04, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any requirement of law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofEffective Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Effective Date and which such Issuing Lender in good xxxxx xxxxx material to it.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender L/C Issuer of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IVSection 4.02, be subject to the conditions precedent that (i) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lenderapplicable L/C Issuer, (ii) the Borrower shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender the L/C Issuer shall have reasonably requested and requested, (iii) such Issuing Lender the L/C Issuer shall have confirmed with the Administrative Agent on the date of (and after giving effect to) such issuance that (A) the aggregate Letter amount of Credit Liabilities all L/C Obligations will not exceed the L/C Committed Amount and (B) the aggregate Revolving Outstandings will not exceed the aggregate amount of the CommitmentsRevolving Commitments and (iv) the L/C Issuer shall not have been notified by the Administrative Agent that any condition specified in Section 4.02(b) or (c) is not satisfied on the date such Letter of Credit is to be issued. Notwithstanding any other provision of this Section 3.042.05, no Issuing Lender L/C Issuer shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any governmental authority Governmental Authority shall by its terms purport to enjoin or restrain such Issuing Lender the L/C Issuer from issuing such Letter of Credit, or any requirement of law Law applicable to such Issuing Lender L/C Issuer or any request or directive (whether or not having the a force of lawLaw) from any governmental authority Governmental Authority with jurisdiction over such Issuing Lender L/C Issuer shall prohibit, or request that such Issuing Lender L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender L/C Issuer is not otherwise compensated hereunder) not in effect on the date hereofClosing Date, or shall impose upon such Issuing Lender L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the date hereof Closing Date and which such Issuing Lender L/C Issuer in good xxxxx xxxxx material to it; or (ii) the issuance of such Letter of Credit shall violate any applicable general policies of such L/C Issuer.

Conditions to Issuance of Letters of Credit. The issuance by an the Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IVIII, be subject to the conditions precedent that (i) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lender, (ii) the Borrower shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such the Issuing Lender shall have reasonably requested and (iii) such the Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that (A) the aggregate amount of all Letter of Credit Liabilities will not exceed the Letter of Credit Commitment and (B) the aggregate Revolving Outstandings will not exceed the aggregate amount of the Revolving Commitments. Notwithstanding any other provision of this Section 3.04, no the Issuing Lender shall not be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such the Issuing Lender from issuing such Letter of Credit, or any requirement of law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofClosing Date, or shall impose upon such the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Closing Date and which such the Issuing Lender in good xxxxx xxxxx material to it.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IVSection 4.02, be subject to the conditions precedent that (i) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such applicable Issuing Lender, (ii) the Borrower shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such the Issuing Lender shall have reasonably requested and requested, (iii) such the Issuing Lender shall have confirmed with the Administrative Agent on the date of (and after giving effect to) such issuance that (A) the aggregate Letter amount of Credit Liabilities all LC Obligations will not exceed the LC Committed Amount and (B) the aggregate Revolving Outstandings will not exceed the aggregate amount of the CommitmentsRevolving Commitments and (iv) the Issuing Lender shall not have been notified by the Administrative Agent that any condition specified in Section 4.02(b) or (c) is not satisfied on the date such Letter of Credit is to be issued. Notwithstanding any other provision of this Section 3.042.06, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any governmental authority Governmental Authority shall by its terms purport to enjoin or restrain such the Issuing Lender from issuing such Letter of Credit, or any requirement of law Law applicable to such Issuing Lender or any request or directive (whether or not having the a force of lawLaw) from any governmental authority Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofClosing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Closing Date and which such Issuing Lender in good xxxxx xxxxx material to it; or (ii) the issuance of such Letter of Credit shall violate any applicable general policies of such Issuing Lender.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that (ia) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lender, (iib) the Borrower and, if applicable, any such Affiliate of the Borrower, shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender shall have reasonably requested and (iiic) such Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that (i) the aggregate outstanding amount of Letter of Credit Liabilities shall not exceed $250,000,000, (ii) the aggregate Revolving Outstandings will not exceed the aggregate amount of the CommitmentsCommitments and (iii) the aggregate fronting exposure of any Issuing Lender shall not exceed the Fronting Sublimit. Notwithstanding any other provision of this Section 3.04, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any requirement of law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which such Issuing Lender in good xxxxx xxxxx material to it.such

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that (ia) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing Lender, (iib) the Borrower and, if applicable, any such Affiliate of the Borrower, shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender shall have reasonably requested and (iiic) such Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that (i) the aggregate outstanding amount of Letter of Credit Liabilities shall not exceed $200,000,000, (ii) the aggregate Revolving Outstandings will not exceed the aggregate amount of the CommitmentsCommitments and (iii) the aggregate fronting exposure of any Issuing Lender shall not exceed the Fronting Sublimit. Notwithstanding any other provision of this Section 3.04, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any requirement of law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which such Issuing Lender in good xxxxx xxxxx material to it.of

Conditions to Issuance of Letters of Credit. The issuance by an Issuing obligation of Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that (i) such Letter of Credit shall be in the form called for by the Reimbursement Agreement with all information filled in and verified to the satisfaction of such Issuing Lender, (ii) the Borrower shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender shall have reasonably requested and (iii) such Issuing Lender shall have confirmed on the date of (and after giving effect to) such issuance that the aggregate Letter of Credit Liabilities will not exceed the aggregate amount of the Commitments. Notwithstanding any other provision of this Section 3.04, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: any orderhereunder is subject to the prior or concurrent satisfaction of all of the following conditions: 9.8.1 On or before the date of issuance of each Letter of Credit, judgment or decree Lender in respect of any governmental authority such Letter of Credit shall by its terms purport to enjoin or restrain such Issuing Lender from issuing have received in accordance with the provisions of subsection 1.2.2, a notice requesting the issuance of such Letter of Credit, or any requirement an executed application for such Letter of law applicable to such Issuing Credit in the form customarily required by Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, for the issuance of letters of credit generally or credit, all other information specified in subsection 1.2.2, and such other documents as Lender may reasonably require in connection with the issuance of such Letter of Credit; 9.8.2 On the date of issuance of each Letter of Credit, all conditions precedent described in Section 9.7 shall be satisfied to the same extent as though the issuance of such Letter of Credit were the making of a Revolving Credit Loan, and each request by Borrower to Lender to issue a Letter of Credit shall constitute a representation by Borrower that at the time thereof (i) all conditions precedent described in particular Section 9.7 have been satisfied and (2) the sum of the proposed Letter of Credit plus the Letter of Credit Obligations plus the Revolving Credit Loans then outstanding would not exceed the Credit Limit; and 9.8.3 On or shall impose upon such Issuing Lender with respect to before the date of issuance of such Letter of Credit, Borrower shall have paid the fees therefor required under Section 2.8. (G) The following definitions contained in Appendix A of the Loan Agreement are hereby amended to read as follows: (H) The following definitions contained in Appendix A of the Loan Agreement are hereby amended to read as follows: Borrowing Base - as at any date of determination thereof, an amount equal to the lesser of: (i) $12,000,000.00 minus the Letter of Credit Obligations; or (ii) 85% of Eligible Accounts outstanding at such date minus the Letter of Credit Obligations. For purposes hereof, the net amount of Eligible Accounts at any restrictiontime shall be the face amount of such Eligible Accounts less any and all returns, reserve rebates, discounts (which may, at Lender's option, be calculated on shortest terms), credits, allowances or capital requirement excise taxes of any nature at any time issued, owing, claimed by Account Debtors, granted, outstanding or payable in connection with such Accounts at such time. Revolving Credit Note - the Revolving Credit Note to be executed by Borrower on or about the Closing Date in favor of Lender to evidence the Revolving Credit Loan, which shall be in the form of Exhibit A to the Agreement, and any amendment, restatement, extension or modification thereof, including without limitation the Amended and Restated Revolving Credit Note dated as of December __, 2004 by Borrower in favor of Lender. Termination Date - the earlier of (for which such Issuing Lender is not otherwise compensated hereundera) not in effect on November 21, 2006 or (b) the date hereof, on which the obligation of Lender to make Loans hereunder is terminated whether pursuant to Section 4.2 of this Agreement or otherwise. Total Credit Facility - means $12,000,000.00. (I) Appendix A of the Loan Agreement is hereby amended to incorporate the following definitions which shall impose upon such Issuing read as follows: Letter of Credit - any Letter of Credit issued by Lender any unreimbursed loss, cost or expense which was not applicable on pursuant to subsection 1.2.2 of the date hereof and which such Issuing Lender in good xxxxx xxxxx material to itAgreement.

Conditions to Issuance of Letters of Credit. The issuance by an Issuing Lender CIBC of each Letter of Credit shall, in addition to the conditions precedent set forth in Article IVV, be subject to the conditions precedent that (i) such Letter of Credit shall be satisfactory in the form called for by the Reimbursement Agreement with all information filled in and verified substance to the satisfaction of such Issuing LenderCIBC, (ii) the Borrower Company shall have executed and delivered the Reimbursement Agreement, the Custody Agreement and such other instruments and agreements relating to such Letter of Credit as such Issuing Lender CIBC shall have reasonably requested and requested, (iii) the term of such Issuing Lender Letter of Credit does not extend beyond 12 months after the date of issuance (after giving effect to any and all auto-renewal or extension provisions within such Letter of Credit), and does not extend beyond the Termination Date; and (iv) CIBC shall have confirmed on the date of (and after giving effect to) such issuance that the aggregate Letter of Credit Liabilities Aggregate Stated Amount will not exceed the aggregate amount of the CommitmentsMaximum Stated Amount. Notwithstanding any other provision of this Section 3.043.2, no Issuing Lender CIBC shall not be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such Issuing Lender CIBC from issuing such Letter of Credit, or any requirement of law applicable to such Issuing Lender CIBC or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender CIBC shall prohibit, or request that such Issuing Lender CIBC refrain from, the issuance of letters of credit generally or such Letter of Credit in particular particular, or shall impose upon such Issuing Lender CIBC with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender CIBC is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon such Issuing Lender CIBC any unreimbursed loss, cost or expense which was not applicable on the date hereof and which such Issuing Lender CIBC in good xxxxx xxxxx material to it.