Common use of Domestic Letters of Credit Clause in Contracts

Domestic Letters of Credit. During the Domestic Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Domestic Letters of Credit for the account of Company in the aggregate amount up to but not exceeding the Domestic Letter of Credit Sublimit; provided, (i) each Domestic Letter of Credit shall be denominated in Dollars or Euro; (ii) the stated amount of each Letter of Credit shall not be less than the Dollar Equivalent of $50,000, or such lesser amount as is acceptable to the applicable Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Domestic Revolving Commitments exceed the Domestic Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Domestic Letter of Credit Usage exceed the Domestic Letter of Credit Sublimit then in effect; (v) in no event shall any standby Domestic Letter of Credit have an expiration date later than the earlier of (1) the Domestic Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Domestic Letter of Credit; (vi) in no event shall any commercial Domestic Letter of Credit (a) have an expiration date later than the earlier of (1) the Domestic EXECUTION Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (b) be issued if such commercial Domestic Letter of Credit is otherwise unacceptable to Issuing Bank in its reasonable discretion Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; provided, Issuing Bank shall not extend any such Domestic Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, in the event a Funding Default exists with respect to a Lender with Domestic Revolving Exposure, Issuing Bank shall not be required to issue any Domestic Letter of Credit unless Issuing Bank has entered into arrangements satisfactory to it and the Borrowers to eliminate Issuing Bank's risk with respect to the participation in Domestic Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender's Pro Rata Share of the Domestic Letter of Credit Usage.

Domestic Letters of Credit. During the Commitment Period, (i) the Domestic L/C Issuer, in reliance upon the commitments of the Domestic Revolving Lenders set forth herein, agrees (A) to issue Domestic Letters of Credit denominated in Dollars for the account of the Domestic Borrowers or any member of the Consolidated Group on any Business Day, (B) to amend or extend Domestic Letters of Credit previously issued hereunder, and (C) to honor drawings under Domestic Letters of Credit; and (ii) the Domestic Revolving Lenders severally agree to purchase from the Domestic L/C Issuer a participation interest in the Domestic Existing Letters of Credit and Domestic Letters of Credit issued hereunder in an amount equal to such Lender’s Domestic Revolving Commitment PeriodPercentage thereof; provided that (A) the Outstanding Amount of Domestic L/C Obligations shall not exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) (as such amount may be decreased in accordance with the provisions hereof, subject the “Domestic L/C Sublimit”), (B) with respect to each Designated Borrower, the Outstanding Amount of all Domestic Revolving Obligations of such Designated Borrower shall not exceed its Designated Borrower Limit, (C) the Outstanding Amount of Domestic Revolving Obligations shall not exceed the Aggregate Domestic Revolving Committed Amount, and (D) with regard to each Domestic Revolving Lender individually, such Lender’s Domestic Revolving Commitment Percentage of the Outstanding Amount of Domestic Revolving Obligations shall not exceed its Domestic Revolving Committed Amount. Subject to the terms and conditions hereof, Issuing Bank agrees each Domestic Borrower’s ability to issue obtain Domestic Letters of Credit for the account of Company in the aggregate amount up to but not exceeding the shall be fully revolving, and accordingly each Domestic Letter Borrower may obtain Domestic Letters of Credit Sublimit; provided, (i) each to replace Domestic Letter Letters of Credit that have expired or that have been drawn upon and reimbursed. Domestic Existing Letters of Credit shall be denominated in Dollars or Euro; (ii) deemed to have been issued hereunder and shall be subject to and governed by the stated amount of each Letter of Credit shall not be less than the Dollar Equivalent of $50,000, or such lesser amount as is acceptable to the applicable Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Domestic Revolving Commitments exceed the Domestic Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Domestic Letter of Credit Usage exceed the Domestic Letter of Credit Sublimit then in effect; (v) in no event shall any standby Domestic Letter of Credit have an expiration date later than the earlier of (1) the Domestic Revolving Commitment Termination Date terms and (2) the date which is one year from the date of issuance of such standby Domestic Letter of Credit; (vi) in no event shall any commercial Domestic Letter of Credit (a) have an expiration date later than the earlier of (1) the Domestic EXECUTION Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (b) be issued if such commercial Domestic Letter of Credit is otherwise unacceptable to Issuing Bank in its reasonable discretion Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; provided, Issuing Bank shall not extend any such Domestic Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, in the event a Funding Default exists with respect to a Lender with Domestic Revolving Exposure, Issuing Bank shall not be required to issue any Domestic Letter of Credit unless Issuing Bank has entered into arrangements satisfactory to it and the Borrowers to eliminate Issuing Bank's risk with respect to the participation in Domestic Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender's Pro Rata Share of the Domestic Letter of Credit Usageconditions hereof.

Domestic Letters of Credit. During the Commitment Period, (i) the Domestic L/C Issuer, in reliance upon the commitments of the Domestic Revolving Lenders set forth herein, agrees (A) to issue Domestic Letters of Credit denominated in Dollars for the account of the Domestic Borrowers or any member of the Consolidated Group on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (ii) the Domestic Revolving Lenders severally agree to purchase from the Domestic L/C Issuer a participation interest in the Domestic Existing Letters of Credit and Domestic Letters of Credit issued hereunder in an amount equal to such Lender’s Domestic Revolving Commitment PeriodPercentage thereof; provided that (A) the Outstanding Amount of Domestic L/C Obligations shall not exceed the Aggregate Domestic Revolving Committed Amount (as such amount may be decreased in accordance with the provisions hereof, subject the “Domestic L/C Sublimit”), (B) with respect to each Designated Borrower, the aggregate principal amount of Domestic Revolving Obligations owing by such Designated Borrower shall not exceed its Designated Borrowing Limit with regard to the Domestic Revolving Lenders collectively, (C) the maximum amount available to be drawn under the IRB Letter of Credit will not exceed $75,900,000, (D) the Outstanding Amount of Domestic Revolving Obligations shall not exceed the Aggregate Domestic Revolving Committed Amount, and (E) with regard to each Domestic Revolving Lender individually, such Lender’s Domestic Revolving Commitment Percentage of Domestic Revolving Obligations shall not exceed its respective Domestic Revolving Committed Amount. Subject to the terms and conditions hereof, Issuing Bank agrees to issue Domestic Letters of Credit for the account of Company in the aggregate amount up to but not exceeding the Domestic Letter of Credit Sublimit; provided, (i) each Domestic Letter Borrower’s ability to obtain Letters of Credit shall be denominated in Dollars fully revolving, and accordingly each Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or Euro; (ii) the stated amount of each Letter that have been drawn upon and reimbursed. Domestic Existing Letters of Credit shall not be less than deemed to have been issued hereunder and shall be subject to and governed by the Dollar Equivalent of $50,000, or such lesser amount as is acceptable to the applicable Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Domestic Revolving Commitments exceed the Domestic Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Domestic Letter of Credit Usage exceed the Domestic Letter of Credit Sublimit then in effect; (v) in no event shall any standby Domestic Letter of Credit have an expiration date later than the earlier of (1) the Domestic Revolving Commitment Termination Date terms and (2) the date which is one year from the date of issuance of such standby Domestic Letter of Credit; (vi) in no event shall any commercial Domestic Letter of Credit (a) have an expiration date later than the earlier of (1) the Domestic EXECUTION Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (b) be issued if such commercial Domestic Letter of Credit is otherwise unacceptable to Issuing Bank in its reasonable discretion Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; provided, Issuing Bank shall not extend any such Domestic Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, in the event a Funding Default exists with respect to a Lender with Domestic Revolving Exposure, Issuing Bank shall not be required to issue any Domestic Letter of Credit unless Issuing Bank has entered into arrangements satisfactory to it and the Borrowers to eliminate Issuing Bank's risk with respect to the participation in Domestic Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender's Pro Rata Share of the Domestic Letter of Credit Usageconditions hereof.

Domestic Letters of Credit. During the Commitment Period, (i) the Domestic L/C Issuer, in reliance upon the commitments of the Domestic Revolving Lenders set forth herein, agrees (A) to issue Domestic Letters of Credit denominated in U.S. Dollars for the account of the Domestic Borrower or any member of the Consolidated Group on any Business Day, (B) to amend or extend Domestic Letters of Credit previously issued hereunder, and (C) to honor drawings under Domestic Letters of Credit; and (ii) the Domestic Revolving Lenders severally, irrevocably and unconditionally, agree to purchase from the Domestic L/C Issuer a participation interest in the Existing Domestic Letters of Credit and the Domestic Letters of Credit issued hereunder in an amount equal to such Lender’s Domestic Revolving Commitment PeriodPercentage thereof; provided that (A) the aggregate Outstanding Amount of Domestic L/C Obligations shall not exceed SIXTY FIVE MILLION EURO (€65,000,000) (such aggregate amount, subject as it may be increased or decreased as provided herein, the “Domestic L/C Sublimit”), (B) the aggregate Outstanding Amount of the Domestic Revolving Obligations shall not exceed the Aggregate Domestic Revolving Committed Amount, (C) the sum of the aggregate Outstanding Amount of Domestic Revolving Obligations plus the aggregate Outstanding Amount of Foreign Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, and (D) with regard to each Domestic Revolving Lender, such Lender’s Domestic Revolving Commitment Percentage of the aggregate Outstanding Amount of Domestic Revolving Obligations shall not exceed its respective Domestic Revolving Committed Amount. Subject to the terms and conditions hereof, Issuing Bank agrees each Domestic Borrower’s ability to issue obtain Domestic Letters of Credit for the account of Company in the aggregate amount up to but not exceeding the shall be fully revolving, and accordingly each Borrower may obtain Domestic Letter Letters of Credit Sublimit; providedto replace Domestic Letters of Credit that have expired or that have been drawn upon and reimbursed. Existing Domestic Letters of Credit shall be deemed to have been issued hereunder and shall be subject to and governed by the terms and conditions hereof. For the avoidance of doubt, (i) each no Domestic Letter of Credit shall be denominated in Dollars issued for the account of Millipore Cork or Euro; (ii) the stated amount of each Letter of Credit shall not be less than the Dollar Equivalent of $50,000, or such lesser amount as is acceptable to the applicable Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Domestic Revolving Commitments exceed the Domestic Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Domestic Letter of Credit Usage exceed the Domestic Letter of Credit Sublimit then in effect; (v) in no event shall any standby Domestic Letter of Credit have an expiration date later than the earlier of (1) the Domestic Revolving Commitment Termination Date and (2) the date Foreign Borrower which is one year from the date of issuance of such standby Domestic Letter of Credit; (vi) incorporated in no event shall any commercial Domestic Letter of Credit (a) have an expiration date later than the earlier of (1) the Domestic EXECUTION Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (b) be issued if such commercial Domestic Letter of Credit is otherwise unacceptable to Issuing Bank in its reasonable discretion Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; provided, Issuing Bank shall not extend any such Domestic Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, in the event a Funding Default exists with respect to a Lender with Domestic Revolving Exposure, Issuing Bank shall not be required to issue any Domestic Letter of Credit unless Issuing Bank has entered into arrangements satisfactory to it and the Borrowers to eliminate Issuing Bank's risk with respect to the participation in Domestic Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender's Pro Rata Share of the Domestic Letter of Credit UsageIreland.