Common use of The Letter of Credit Facilities Clause in Contracts

The Letter of Credit Facilities. (a) L/C. On the terms and conditions set forth herein (i) the Issuing Bank --- agrees (A) from time to time on any Business Day during the period from the Closing Date to the (1) the L/C Outstandings exceeds or would exceed the L/C Commitments, or (2) the Effective Amount of L/C Obligations exceeds or would exceed the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, a Company's ability to obtain L/Cs shall be fully revolving and, accordingly, a Company may, during the foregoing period, obtain L/Cs to replace L/Cs which have expired or which have been drawn upon and reimbursed. On the Closing Date, all of the letters of credit outstanding under the Original Credit Agreement shall automatically be deemed to be outstanding under this Agreement and all amounts to be determined with respect to the Dutch Guilder Letter of Credit included in such letters of credit (including the outstanding amount thereof, amounts drawn thereunder and fees in connection therewith) shall be converted into Dollars for all purposes of this Agreement based on the currency conversion methodology set forth on Exhibit N. (b) The Issuing Bank is under no 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 the Issuing Bank from Issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good xxxxx xxxxx material to it; (ii) the Issuing Bank has received written notice from any Bank, the Agent or a Company, on or prior to the Business Day prior to the requested date of Issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article V is not then satisfied; --------- (iii) the expiry date of any requested Letter of Credit is more than one year after the date of Issuance, is after the Termination Date, or, in the case of a commercial Letter of Credit, is less than 25 days prior to the Termination Date; (iv) any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance acceptable to the Issuing Bank, or the Issuance of a Letter of Credit shall violate any applicable policies of the Issuing Bank; (v) any standby Letter of Credit is for the purpose of supporting the issuance of any letter of credit by any other Person; or (vi) such Letter of Credit is in a face amount less than $l,000,000 (or such other lesser amount as agreed to by the Issuing Bank) or denominated in a currency other than Dollars.

The Letter of Credit Facilities. (a) L/C. On the terms and conditions set forth herein (i) the Issuing Bank --- agrees in reliance upon the agreements of the other Lenders set forth in ARTICLE III (A) from time to time on any Business Day during the period from the Closing Effective Date to the the Termination Date (or such earlier date as the Revolving Commitments of all Banks shall have terminated in accordance with the terms hereof) to Issue Letters of Credit for the account of a Company, and to amend or renew Letters of Credit previously issued by it, in accordance with SECTIONS 3.2(c) and 3.2(d), and (B) to honor drafts drawn under and in strict compliance with the terms and conditions of Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of a Company; provided, that the Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated to participate in, any Letter of Credit if, as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the L/C Dollar Equivalent Amount of the Revolving Loan Outstandings exceeds or would exceed the L/C combined Revolving Commitments, or (2) the Effective Dollar Equivalent Amount of the L/C Obligations exceeds or would exceed the L/C Commitment, or (3) the Dollar Equivalent Amount of all Revolving Loan Outstandings in Offshore Currencies exceeds or would exceed the Total Offshore Currency Sublimit. Within the foregoing limits, and subject to the other terms and conditions hereof, a Company's ability to obtain L/Cs Letters of Credit shall be fully revolving and, accordingly, a Company may, during the foregoing period, obtain L/Cs Letters of Credit to replace L/Cs Letters of Credit which have expired or which have been drawn upon and reimbursed. On the Closing Date, all of the letters of credit outstanding under the Original Credit Agreement shall automatically be deemed to be outstanding under this Agreement and all amounts to be determined with respect to the Dutch Guilder Letter of Credit included in such letters of credit (including the outstanding amount thereof, amounts drawn thereunder and fees in connection therewith) shall be converted into Dollars for all purposes of this Agreement based on the currency conversion methodology set forth on Exhibit N.. (b) The Issuing Bank is under no obligation to Issue shall not issue any Letter of Credit if, to its knowledge: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from Issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Bank shall prohibit or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good xxxxx xxxxx material to it; (ii) the Issuing Bank has received written notice from any Bank, the Agent or a Company, or has actual knowledge, on or prior to the Business Day prior to the requested date of Issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article ARTICLE V is not then satisfied; ---------; (iii) the expiry date of any requested Letter of Credit is more than one year after the date of Issuance, Issuance or is after the Termination Date, or, in the case of a commercial Letter of Credit, is less than 25 days prior to the Termination Date; (iv) any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance acceptable to the Issuing Bank, or the Issuance of a Letter of Credit shall violate any applicable policies of the Issuing Bank; (v) any standby Letter of Credit is for the purpose of supporting the issuance of any letter of credit by any other Person; or (vi) such Letter of Credit is in a face amount less than the Dollar Equivalent Amount of $l,000,000 1,000,000 (or such other lesser amount as agreed to by the Issuing Bank) or denominated in a currency other than DollarsDollars or Offshore Currencies.

The Letter of Credit Facilities. (a) L/C. On the terms and conditions set forth herein (i) the Issuing Bank --- agrees (A) from time to time on any Business Day during the period from the Closing Effective Date to thethe Termination Date (or such earlier date as the Revolving Commitments of all Banks shall have terminated in accordance with the terms hereof) to Issue Letters of Credit for the account of a Company, and to amend or renew Letters of Credit previously issued by it, in accordance with SECTIONS 3.2(c) and 3.2(d), and (B) to honor drafts drawn under and in strict compliance with the terms and conditions of Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of a Company; provided, that the Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated to participate in, any Letter of Credit if, as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the L/C Dollar Equivalent Amount of the Revolving Loan Outstandings exceeds or would exceed the L/C Commitmentscombined Revolving Commitments minus the Currency Hedge Utilization, or (2) the Dollar Equivalent Amount of the Effective Amount of L/C Obligations exceeds or would exceed the L/C Commitment, or (3) the Dollar Equivalent Amount of all Revolving Loan Outstandings and Term Loan Outstandings in Offshore Currencies exceeds or would exceed the Total Offshore Currency Sublimit. Within the foregoing limits, and subject to the other terms and conditions hereof, a Company's ability to obtain L/Cs Letters of Credit shall be fully revolving and, accordingly, a Company may, during the foregoing period, obtain L/Cs Letters of Credit to replace L/Cs Letters of Credit which have expired or which have been drawn upon and reimbursed. On the Closing Date, all of the letters of credit outstanding under the Original Credit Agreement shall automatically be deemed to be outstanding under this Agreement and all amounts to be determined with respect to the Dutch Guilder Letter of Credit included in such letters of credit (including the outstanding amount thereof, amounts drawn thereunder and fees in connection therewith) shall be converted into Dollars for all purposes of this Agreement based on the currency conversion methodology set forth on Exhibit N.. (b) The Issuing Bank is under no 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 the Issuing Bank from Issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Bank shall prohibit or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good xxxxx xxxxx material to it; (ii) the Issuing Bank has received written notice from any Bank, the Agent or a Company, or has actual knowledge, on or prior to the Business Day prior to the requested date of Issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article V ARTICLE VI is not then satisfied; ---------; (iii) the expiry date of any requested Letter of Credit is more than one year after the date of Issuance, Issuance or is after the Termination Date, or, in the case of a commercial Letter of Credit, is less than 25 days prior to the Termination Date; (iv) any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance acceptable to the Issuing Bank, or the Issuance of a Letter of Credit shall violate any applicable policies of the Issuing Bank; (v) any standby Letter of Credit is for the purpose of supporting the issuance of any letter of credit by any other Person; or (vi) such Letter of Credit is in a face amount less than the Dollar Equivalent Amount of $l,000,000 1,000,000 (or such other lesser amount as agreed to by the Issuing Bank) or denominated in a currency other than DollarsDollars or Offshore Currencies.

The Letter of Credit Facilities. (a) L/C. On the terms and conditions set forth herein (i) the Issuing Bank --- agrees (A) from time to time on any Business Day during the period from the Closing Effective Date to thethe Termination Date (or such earlier date as the Revolving Commitments of all Banks shall have terminated in accordance with the terms hereof) to Issue Letters of Credit for the account of a Company, and to amend or renew Letters of Credit previously issued by it, in accordance with Sections 3.2(c) and 3.2(d), and (B) to honor drafts drawn under and in strict compliance with the terms and conditions of Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of a Company; provided, that the Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated to participate in, any Letter of Credit if, as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the L/C Dollar Equivalent Amount of the Revolving Loan Outstandings exceeds or would exceed the L/C combined Revolving Commitments, or (2) the Effective Dollar Equivalent Amount of the L/C Obligations exceeds or would exceed the L/C Commitment, or (3) the Dollar Equivalent Amount of all Revolving Loan Outstandings in Offshore Currencies exceeds or would exceed the Total Offshore Currency Sublimit. Within the foregoing limits, and subject to the other terms and conditions hereof, a Company's ability to obtain L/Cs Letters of Credit shall be fully revolving and, accordingly, a Company may, during the foregoing period, obtain L/Cs Letters of Credit to replace L/Cs Letters of Credit which have expired or which have been drawn upon and reimbursed. On the Closing Date, all of the letters of credit outstanding under the Original Credit Agreement shall automatically be deemed to be outstanding under this Agreement and all amounts to be determined with respect to the Dutch Guilder Letter of Credit included in such letters of credit (including the outstanding amount thereof, amounts drawn thereunder and fees in connection therewith) shall be converted into Dollars for all purposes of this Agreement based on the currency conversion methodology set forth on Exhibit N.. (b) The Issuing Bank is under no obligation to Issue shall not issue any Letter of Credit if, to its knowledge: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from Issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Bank shall prohibit or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good faitx xxxxx xxxxx material xxxerial to it; (ii) the Issuing Bank has received written notice from any Bank, the Agent or a Company, or has actual knowledge, on or prior to the Business Day prior to the requested date of Issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article V VI is not then satisfied; ---------; (iii) the expiry date of any requested Letter of Credit is more than one year after the date of Issuance, Issuance or is after the Termination Date, or, in the case of a commercial Letter of Credit, is less than 25 days prior to the Termination Date; (iv) any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance acceptable to the Issuing Bank, or the Issuance of a Letter of Credit shall violate any applicable policies of the Issuing Bank; (v) any standby Letter of Credit is for the purpose of supporting the issuance of any letter of credit by any other Person; or (vi) such Letter of Credit is in a face amount less than the Dollar Equivalent Amount of $l,000,000 1,000,000 (or such other lesser amount as agreed to by the Issuing Bank) or denominated in a currency other than DollarsDollars or Offshore Currencies.

The Letter of Credit Facilities. (a) L/C. On The Borrower may request an Issuing Bank, on the terms and conditions hereinafter set forth herein (i) the forth, to issue, and an Issuing Bank --- agrees shall, if so requested, issue, letters of credit (Athe "Letters of Credit") for the account of the Borrower from time to time on any Business Day during the period from the Closing Agreement Date until the Maturity Date in an aggregate maximum amount (assuming compliance with all conditions to the drawing) not to exceed (1together with all other Letters of Credit issued by Issuing Banks) at any time outstanding the lesser of (i) an amount equal to $25,000,000 or (ii) an amount equal to (A) the L/C Outstandings exceeds or would exceed the L/C Commitments, or Commitment minus (2B) the Effective Amount aggregate principal amount of L/C Obligations exceeds or would exceed Advances then outstanding. No Letter of Credit shall have an expiration date (including all rights of renewal) later than ten days prior to the L/C CommitmentMaturity Date. Immediately upon the issuance of each Letter of Credit, the Issuing Bank issuing such Letter of Credit shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from such Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the obligations of the Borrower under this Agreement in respect thereof in an amount equal to the product of (x) such Lender's Specified Percentage and (y) the maximum amount available to be drawn under such Letter of Credit (assuming compliance with all conditions to drawing). Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the other terms limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.16(a), repay any Advances resulting from drawings thereunder pursuant to Section 2.16(c) and conditions request the issuance of additional Letters of Credit under this Section 2.16(a). Upon the mandatory reduction of the Commitment pursuant to Section 2.6(b) hereof, a Company's ability to obtain L/Cs the Existing Letters of Credit shall be fully revolving and, accordingly, a Company may, during the foregoing period, obtain L/Cs to replace L/Cs which have expired or which have been drawn upon and reimbursed. On the Closing Date, all of the letters of credit outstanding under the Original Credit Agreement shall automatically be deemed to be outstanding under this Agreement have been issued pursuant hereto, and all amounts to be determined with respect to the Dutch Guilder Letter of Credit included in from and after such letters of credit (including the outstanding amount thereof, amounts drawn thereunder and fees in connection therewith) shall be converted into Dollars for all purposes of this Agreement based on the currency conversion methodology set forth on Exhibit N. (b) The Issuing Bank is under no 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 the Issuing Bank from Issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain frommandatory reduction, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good xxxxx xxxxx material to it; (ii) the Issuing Bank has received written notice from any Bank, the Agent or a Company, on or prior to the Business Day prior to the requested date of Issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article V is not then satisfied; --------- (iii) the expiry date of any requested Letter of Credit is more than one year after the date of Issuance, is after the Termination Date, or, in the case of a commercial Letter of Credit, is less than 25 days prior to the Termination Date; (iv) any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance acceptable to the Issuing Bank, or the Issuance of a Letter Letters of Credit shall violate any applicable policies of the Issuing Bank; (v) any standby Letter of Credit is for the purpose of supporting the issuance of any letter of credit by any other Person; or (vi) such Letter of Credit is in a face amount less than $l,000,000 (or such other lesser amount as agreed be subject to and governed by the Issuing Bank) or denominated in a currency other than Dollarsterms hereof.

The Letter of Credit Facilities. (a) L/C. On The Borrower may request an Issuing Bank, on the terms and conditions hereinafter set forth herein (i) the forth, to issue, and an Issuing Bank --- agrees shall, if so requested, issue, letters of credit (Athe "Letters of Credit") that are Permitted Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Agreement Date until the Maturity Date in an aggregate maximum amount (assuming compliance with all conditions to the drawing) not to exceed (1together with all other Letters of Credit issued by Issuing Banks) at any time outstanding the lesser of (i) an amount equal to $30,000,000 or (ii) an amount equal to (A) the L/C Outstandings exceeds or would exceed the L/C Commitments, or Commitment minus (2B) the Effective Amount aggregate principal amount of L/C Obligations exceeds Advances then outstanding. No Letter of Credit shall have an expiration date (including all rights of renewal) later than ten days prior to the Maturity Date, except that any Letter of Credit may have an automatic renewal provision that such Letter of Credit must permit the Issuing Bank to prevent any renewal beyond the Maturity Date by giving prior notice to the beneficiary thereof; provided, however, if any such renewal, increase, extension or would exceed issuance extends beyond the L/C CommitmentMaturity Date, the Borrower shall cash collateralize, to the extent required by any of the Lenders, the full face amount of each such Letter of Credit in accordance with the terms of Section 2.16(g) and this Agreement. Immediately upon the issuance of each Letter of Credit, the Issuing Bank issuing such Letter of Credit shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from such Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the obligations of the Borrower under this Agreement in respect thereof in an amount equal to the product of (x) such Lender's Specified Percentage and (y) the maximum amount available to be drawn under such Letter of Credit (assuming compliance with all conditions to drawing). Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the other terms limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.16(a), repay any Advances resulting from drawings thereunder pursuant to Section 2.16(c) and conditions request the issuance of additional Letters of Credit under this Section 2.16(a). Upon the mandatory reduction of the Commitment pursuant to Section 2.6(b) hereof, a Company's ability to obtain L/Cs the Existing Letters of Credit shall be fully revolving and, accordingly, a Company may, during the foregoing period, obtain L/Cs to replace L/Cs which have expired or which have been drawn upon and reimbursed. On the Closing Date, all of the letters of credit outstanding under the Original Credit Agreement shall automatically be deemed to be outstanding under this Agreement have been issued pursuant hereto, and all amounts to be determined with respect to the Dutch Guilder Letter of Credit included in from and after such letters of credit (including the outstanding amount thereof, amounts drawn thereunder and fees in connection therewith) shall be converted into Dollars for all purposes of this Agreement based on the currency conversion methodology set forth on Exhibit N. (b) The Issuing Bank is under no 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 the Issuing Bank from Issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain frommandatory reduction, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good xxxxx xxxxx material to it; (ii) the Issuing Bank has received written notice from any Bank, the Agent or a Company, on or prior to the Business Day prior to the requested date of Issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article V is not then satisfied; --------- (iii) the expiry date of any requested Letter of Credit is more than one year after the date of Issuance, is after the Termination Date, or, in the case of a commercial Letter of Credit, is less than 25 days prior to the Termination Date; (iv) any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance acceptable to the Issuing Bank, or the Issuance of a Letter Letters of Credit shall violate any applicable policies of the Issuing Bank; (v) any standby Letter of Credit is for the purpose of supporting the issuance of any letter of credit by any other Person; or (vi) such Letter of Credit is in a face amount less than $l,000,000 (or such other lesser amount as agreed be subject to and governed by the Issuing Bank) or denominated in a currency other than Dollarsterms hereof.