Common use of Letters of Credit.  General Clause in Contracts

Letters of Credit.  General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of and the Issuing Banks shall issue one or more letters of credit in the form of (x) trade letters of credit in support of trade obligations of the Borrower and the Subsidiaries incurred in the ordinary course of business (such letters of credit issued for such purposes, “Trade Letters of Credit”) and (y) standby letters of credit for any other lawful purposes of the Borrower and the Subsidiaries (such letters of credit for such purposes, “Standby Letters of Credit”; each such letter of credit issued hereunder, a “Letter of Credit” and collectively, the “Letters of Credit”) for its own account or for the account of any Subsidiary in a form reasonably acceptable to the applicable Issuing Bank, at any time and from time to time during the applicable Availability Period and prior to the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that (x) no Issuing Bank shall be required to issue (i) Trade Letters of Credit or (ii) Letters of Credit in any currency other than Dollars, in each case without its prior written consent, (y) the Borrower shall remain primarily liable in the case of a Letter of Credit issued for the account of a Subsidiary and (z) the applicable Issuing Bank shall not be obligated to issue Letters of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, the issuance of such Letter of Credit would violate any Requirements of Law binding upon such Issuing Bank or the issuance of the Letter of Credit would violate one or more policies or procedures of such Issuing Bank applicable to letters of credit generally that are customary for the industry. In addition, as a condition to any such Letter of Credit issuance, the Borrower shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form (each, a “Letter of Credit Agreement”) In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. An Issuing Bank shall not be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that such Issuing Bank in good xxxxx xxxxx material to it (for which such Issuing Bank is not otherwise subject to reimbursement hereunder); or (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Letters of Credit.  General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of and the Issuing Banks shall issue one or more letters of credit in the form of (x) trade letters of credit in support of trade obligations of the Borrower and the Subsidiaries incurred in the ordinary course of business (such letters of credit issued for such purposes, “Trade Letters of Credit”) and (y) standby letters of credit for any other lawful purposes of the Borrower and the Subsidiaries (such letters of credit for such purposes, “Standby Letters of Credit”; each such letter of credit issued hereunder, a “Letter of Credit” and collectively, the “Letters of Credit”) for its own account or for the account of any Subsidiary in a form reasonably acceptable to the applicable Issuing Bank, at any time and from time to time during the applicable Availability Period and prior to the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that (x) no Issuing Bank shall be required to issue (i) Trade Letters of Credit or (ii) Letters of Credit in any currency other than Dollars, in each case without its prior written consent, (y) the Borrower shall remain primarily liable in the case of a Letter of Credit issued for the account of a Subsidiary and (z) the applicable Issuing Bank shall not be obligated to issue Letters of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, the issuance of such Letter of Credit would violate any Requirements of Law binding upon such Issuing Bank or the issuance of the Letter of Credit would violate one or more policies or procedures of such Issuing Bank applicable to letters of credit generally that are customary for the industry. In addition, as a condition to any such Letter of Credit issuance, the Borrower shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form (each, a “Letter of Credit Agreement”) In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. An Issuing Bank shall not be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was xc Doc#: US1:15347125v11 not applicable on the Closing Date and that such Issuing Bank in good xxxxx xxxxx material to it (for which such Issuing Bank is not otherwise subject to reimbursement hereunder); or (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Letters of Credit.  General. Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01, the Borrower may request the issuance any Issuing Lender to issue Letters of and the Issuing Banks shall issue one Credit denominated in Dollars (or more letters of credit in the form of (x) trade letters of credit in support of trade obligations of the Borrower and the Subsidiaries incurred in the ordinary course of business (such letters of credit issued for such purposes, “Trade to amend or extend outstanding Letters of Credit”) and (y) standby letters of credit for any other lawful purposes of the Borrower and the Subsidiaries (such letters of credit for such purposes, “Standby Letters of Credit”; each such letter of credit issued hereunder, a “Letter of Credit” and collectively, the “Letters of Credit”) for its own account or for the account of any Subsidiary in a form reasonably acceptable to the applicable Issuing Bank), at any time and from time to time during the applicable Availability Period and prior Period, for its own account or, so long as the Borrower is a co-applicant with respect thereto, the account of any Subsidiary in such form as is acceptable to the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that (x) no such Issuing Bank shall be required to issue (i) Trade Lender in its reasonable determination. Letters of Credit or (ii) Letters issued hereunder shall constitute utilization of the Commitments. From and after the Effective Date, each Existing Letter of Credit in any currency other than Dollarsshall be deemed, in each case without its prior written consentfor all purposes of this Agreement (including paragraphs (e) and (f) of this Section 2.06), (y) the Borrower shall remain primarily liable in the case of to be a Letter of Credit issued for the account of the Borrower on the Effective Date. Notwithstanding anything herein to the contrary, (i) no Issuing Lender shall have any obligation hereunder to issue, amend or extend any Letter of Credit (or, in the case of an Auto-Extension Letter of Credit, to permit the automatic extension thereof), and any issuance, amendment or extension of any Letter of Credit (or, in the case of an Auto-Extension Letter of Credit, any failure to give a Subsidiary Non-Extension Notice with respect thereto) by an Issuing Lender shall be in its sole discretion and (zii) the applicable without limiting clause (i) above, no Issuing Bank Lender shall not be obligated have an obligation hereunder to issue Letters issue, amend or extend any Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank Lender from issuing such Letter of Creditissuing, the issuance of such Letter of Credit would violate any Requirements of Law binding upon such Issuing Bank amending or the issuance of the Letter of Credit would violate one or more policies or procedures of such Issuing Bank applicable to letters of credit generally that are customary for the industry. In addition, as a condition to any such Letter of Credit issuance, the Borrower shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form (each, a “Letter of Credit Agreement”) In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. An Issuing Bank shall not be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing extending such Letter of Credit, or any law law, rule or regulation of any Governmental Authority applicable to such Issuing Bank Lender or any request, rule, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or require request that such Issuing Bank Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that such Issuing Bank in good xxxxx xxxxx material to it (for which such Issuing Bank is not otherwise subject to reimbursement hereunder); or (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generallyparticular.

Letters of Credit.  General. Subject During the Revolving Commitment Period, subject to the terms and conditions set forth hereinhereof, the Borrower may request the issuance of and the each Issuing Banks shall Bank agrees to issue one or more letters of credit in the form of (x) trade letters of credit in support of trade obligations of the Borrower and the Subsidiaries incurred in the ordinary course of business (such letters of credit issued for such purposes, “Trade Letters of Credit”) and (y) standby letters of credit for any other lawful purposes of the Borrower and the Subsidiaries (such letters of credit for such purposes, “Standby Letters of Credit”; each such letter of credit issued hereunder, a “Letter of Credit” and collectively, the “Letters of Credit”) for its own account or Credit for the account of the Borrower; provided that no Letter of Credit shall be, or shall be required to be, issued (or shall be amended or extended) by any Subsidiary in a form reasonably acceptable Issuing Bank unless (i) such Issuing Bank (if other than the Person serving as the Administrative Agent) shall have given written notice thereof to the applicable Administrative Agent pursuant to Section 2.3(g), (ii) after giving effect thereto (A) the Total Utilization of Revolving Commitments shall not exceed the Total Revolving Commitments, (B) the Letter of Credit Usage shall not exceed the Letter of Credit Sublimit and (C) the Letter of Credit Usage attributable to Letters of Credit issued by such Issuing Bank shall not exceed the Letter of Credit Issuing Commitment of such Issuing Bank, at any time and from time to time during the applicable Availability Period and prior to the (iii) such Letter of Credit shall be denominated in Dollars, (iv) such Letter of Credit shall have an expiration date that is not later than the earlier of (A) five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that Date and (x) no Issuing Bank shall be required to issue (i) Trade Letters of Credit or (ii) Letters of Credit in any currency other than Dollars, in each case without its prior written consent, (yB) the Borrower shall remain primarily liable in date that is one year after the case date of a Letter of Credit issued for the account of a Subsidiary and (z) the applicable Issuing Bank shall not be obligated to issue Letters of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, the issuance of such Letter of Credit would violate (or, in the case of an extension of any Requirements Letter of Law binding upon Credit, one year after the then-current expiration date at the time of such extension), provided that, in the case of any Letter of Credit, such Issuing Bank or the issuance of the Letter of Credit would violate one or more policies or procedures of such Issuing Bank applicable to letters of credit generally may agree that are customary for the industry. In addition, as a condition to any such Letter of Credit issuance, will automatically extend for one or more successive periods not to exceed one year each (but in any event to a date not later than five Business Days prior to the Borrower shall have entered into a continuing agreement Revolving Maturity Date) unless such Issuing Bank elects not to extend for any such additional period and (v) such issuance (or other letter of credit agreementamendment or extension) for the issuance of letters of credit and/or shall submit a letter of credit application, is in each case, as required by the respective Issuing Bank and using accordance with such Issuing Bank’s standard form (each, a “operating procedures. Each Letter of Credit Agreement”) In shall be in a form acceptable to the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. An applicable Issuing Bank in its discretion and shall not be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall the type approved for issuance by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require (it being understood that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter standby Letters of Credit in particular or shall impose upon such Issuing Bank with respect are deemed to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that such Issuing Bank in good xxxxx xxxxx material to it (for which such Issuing Bank is not otherwise subject to reimbursement hereunderbe approved); or (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.