Common use of The Letters of Credit Clause in Contracts

The Letters of Credit. 3.01 The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuer agrees, (A) from time to time on any Business Day, during the period from the Closing Date to the day which is five days prior to the Revolving Termination Date, to issue Letters of Credit for the account of the Company in an aggregate Stated Amount in Dollars or any Offshore Currency at any one time that, the Dollar Equivalent of which, together with the aggregate Dollar Equivalent of the Stated Amount of all other outstanding Letters of Credit issued pursuant hereto, does not exceed the L/C Commitment, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit Issued for the account of the Company; provided, that the Issuer shall not be obligated to Issue, and no Revolving Lender 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 Dollar Equivalent of the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans and of all Swing Line Loans exceeds the Aggregate Revolving Loan Commitment, (2) the participation of any Lender in the Dollar Equivalent of the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Lender and such Revolving Lender's Pro Rata Revolving Share of any outstanding Swing Line Loans exceeds such Lender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letters of Credit. 3.01 The Letter of Credit Subfacility. (a) On the terms and subject to the conditions set forth herein and as a subfacility of the Facility C Commitment, (i) the Issuer agreesIssuing Banks agree, (A) from time to time on any Business Day, Day during the period from the Closing Restatement Effective Date to the day which date that is five 30 days prior to the Revolving Loan Termination Date, Date to issue Letters of Credit for the account of the Company in an aggregate Stated Amount in Dollars or any Offshore Currency at any one time that, the Dollar Equivalent of which, together with the aggregate Dollar Equivalent of the Stated Amount of all other outstanding Letters of Credit issued pursuant hereto, does not exceed the L/C Commitment, Borrower and Sxxxxxxx and to amend or renew Letters of Credit previously issued by itthem, in each case in accordance with subsections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the CompanyBorrower and Sxxxxxxx; provided, that the Issuer Issuing Banks shall not be obligated to Issue, and no Revolving Lender Bank shall be obligated to participate in, any Letter of Credit if if, as of the date of Issuance of such Letter of Credit (the "Issuance Date") ), (1) the Dollar Equivalent of the Effective Amount of all L/C Obligations plus the Effective Amount of all Facility C Revolving Loans and of all Swing Line Loans exceeds the Aggregate Revolving Loan Commitment, (2) the participation of any Lender in the Dollar Equivalent of plus the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Lender and such Revolving Lender's Pro Rata Revolving Share of any outstanding Swing Line Swingline Loans exceeds such Lender's Commitmentthe combined Facility C Commitments, or (32) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability of the Borrower and Sxxxxxxx to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company Borrower and Sxxxxxxx may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letters of Credit. 3.01 The Letter of Credit Subfacility. (a) On the terms and subject to the conditions set forth herein and as a subfacility of the Facility C Commitment, (i) the Issuer agreesIssuing Banks agree, (A) from time to time on any Business Day, Day during the period from the Closing Restatement Effective Date to the day which date that is five 30 days prior to the Revolving Loan Termination Date, Date to issue Letters of Credit for the account of the Company in an aggregate Stated Amount in Dollars or any Offshore Currency at any one time that, the Dollar Equivalent of which, together with the aggregate Dollar Equivalent of the Stated Amount of all other outstanding Letters of Credit issued pursuant hereto, does not exceed the L/C Commitment, Borrower and Xxxxxxxx and to amend or renew Letters of Credit previously issued by itthem, in each case in accordance with subsections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the CompanyBorrower and Xxxxxxxx; provided, that the Issuer Issuing Banks shall not be obligated to Issue, and no Revolving Lender Bank shall be obligated to participate in, any Letter of Credit if if, as of the date of Issuance of such Letter of Credit (the "Issuance Date") ), (1) the Dollar Equivalent of the Effective Amount of all L/C Obligations plus the Effective Amount of all Facility C Revolving Loans and of all Swing Line Loans exceeds the Aggregate Revolving Loan Commitment, (2) the participation of any Lender in the Dollar Equivalent of plus the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Lender and such Revolving Lender's Pro Rata Revolving Share of any outstanding Swing Line Swingline Loans exceeds such Lender's Commitmentthe combined Facility C Commitments, or (32) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability of the Borrower and Xxxxxxxx to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company Borrower and Xxxxxxxx may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letters of Credit. 3.01 The Letter of Credit Subfacility. (a) On the terms and subject to the conditions set forth herein and as a subfacility of the Facility B Commitment, (i) the Issuer agreesIssuing Banks agree, (A) from time to time on any Business Day, Day during the period from the Closing Restatement Effective Date to the day which date that is five 30 days prior to the Revolving Loan Termination Date, Date to issue Letters of Credit for the account of the Company in an aggregate Stated Amount in Dollars or any Offshore Currency at any one time that, the Dollar Equivalent of which, together with the aggregate Dollar Equivalent of the Stated Amount of all other outstanding Letters of Credit issued pursuant hereto, does not exceed the L/C Commitment, Borrower and to amend or renew Letters of Credit previously issued by itthem, in each case in accordance with subsections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the CompanyBorrower; provided, that the Issuer Issuing Banks shall not be obligated to Issue, and no Revolving Lender Bank shall be obligated to participate in, any Letter of Credit if if, as of the date of Issuance of such Letter of Credit (the "Issuance Date") ), (1) the Dollar Equivalent of the Effective Amount of all L/C Obligations plus the Effective Amount of all Facility B Revolving Loans and of all Swing Line Loans exceeds the Aggregate Revolving Loan Commitment, (2) the participation of any Lender in the Dollar Equivalent of the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Lender and such Revolving Lender's Pro Rata Revolving Share of any outstanding Swing Line Loans exceeds such Lender's Commitmentcombined Facility B Commitments, or (32) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability of the Borrower to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letters of Credit. 3.01 3.1. The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein herein, (i) the Issuer L/C Lender agrees, (A) from time to time on any Business Day, Day during the period from the Closing Date to the day which is five days prior to the Revolving Termination Date, Date to issue Letters of Credit (including irrevocable standby letters of credit) for the account of any Revolving Borrower (or, if a Letter of Credit is for the account of a Subsidiary, jointly for the account of the Company in an aggregate Stated Amount in Dollars or any Offshore Currency at any one time thatapplicable Revolving Borrower and such Subsidiary), the Dollar Equivalent of whichor, together with the aggregate Dollar Equivalent of the Stated Amount of all other outstanding Letters of Credit issued pursuant hereto, does not exceed the if such L/C CommitmentLender is a Swing Line Lender, for the account of the Subsidiary Swing Line Borrower to whom it makes Swing Line Loans, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), and (B) to honor properly drawn drafts under the Letters of Credit; and (ii) the Revolving Facility Lenders severally agree to participate in Letters of Credit Issued for the accounts of the Revolving Borrowers (including any Letter of Credit issued jointly for the account of a Revolving Borrower and any Subsidiary) or the CompanySubsidiary Swing Line Borrowers; provided, however, that the Issuer L/C Lender shall not be obligated to Issue, and no Revolving Lender 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") (I) with respect to any Issuance for the account of any Revolving Borrower (or jointly for the account of a Revolving Borrower and a Subsidiary), (1) the Dollar Equivalent of the Effective Amount of all L/C Obligations (other than Subsidiary L/C Obligations, except those of the UK Swing Line Borrowers), plus (without duplication) the Effective Amount outstanding principal Dollar Equivalent amount of all Revolving Loans and of all Swing Line Loans (including the Assumed Swing Line Loan Amount) exceeds the Aggregate combined Revolving Loan CommitmentFacility Commitments of all Revolving Facility Lenders, (2) the participation of any such Revolving Facility Lender in the Dollar Equivalent of the Effective Amount of all L/C Obligations (other than Subsidiary L/C Obligations, except those of the UK Swing Line Borrowers), plus (without duplication) the Effective Amount outstanding principal Dollar Equivalent amount of the Revolving Loans of such Lender and Revolving Facility Lender, plus such Revolving Facility Lender's Pro Rata Revolving Share of any the Dollar Equivalent amount of all outstanding Swing Line Loans (including the Assumed Swing Line Loan Amount) exceeds such Revolving Facility Lender's Revolving Facility Commitment, or (3) the Effective Amount of all L/C Obligations exceeds the L/C Commitment, (II) with respect to any Letter of Credit Issued for the account of UK Borrower (or jointly for the account of UK Borrower and any of its Subsidiaries), such Letter of Credit is requested for Issuance prior to the Safeline Closing Date or the Effective Amount of all L/C Obligations of Letters of Credit Issued for the account of UK Borrower (unless Issued jointly for the account of UK Borrower and a Borrower), plus (without duplication) the outstanding principal Dollar Equivalent amount of all Revolving Loans of UK Borrower exceeds 20.0 million Pounds Sterling or (III) with respect to any Issuance for the account of any Subsidiary Swing Line Borrower (unless such Issuance is jointly for the account of such Subsidiary Swing Line Borrower and a Borrower), the Subsidiary L/C Effective Amount of all Subsidiary L/C Obligations of such Subsidiary Swing Line Borrower, plus the Subsidiary Currency Amount of all Swing Line Loans then outstanding of such Subsidiary Swing Line Borrower exceeds the Subsidiary Swing Line Borrower Sublimit of such Subsidiary Swing Line Borrower. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's Borrowers' ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letters of Credit. 3.01 3.1 The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuer Issuing Bank agrees, (A) from time to time on any Business Day, Day during the period from the Closing Date to the day which is five days prior to the Revolving Termination Date, Date to issue Letters of Credit for the account of the Company in an aggregate Stated Amount in Dollars or any Offshore Currency at any one time that, the Dollar Equivalent of which, together with the aggregate Dollar Equivalent of the Stated Amount of all other outstanding Letters of Credit issued pursuant hereto, does not exceed the L/C CommitmentCompany, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), and (B) to honor drafts under the Letters of CreditCredit and Time Drafts; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the CompanyCompany (including any Time Drafts which have been accepted); provided, that the Issuer Issuing Bank shall not be obligated to Issue, and no Revolving Lender 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") and after taking into account all repayment of Revolving Loans received on such date (1) the Dollar Equivalent of the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans and of all Swing Line Loans exceeds the Aggregate Revolving Loan Combined Commitment, (2) the participation of any Lender Bank in the Dollar Equivalent of the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Lender and such Revolving Lender's Pro Rata Revolving Share of any outstanding Swing Line Loans Bank exceeds such LenderBank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired expired, been terminated or which have been drawn upon and reimbursed.

The Letters of Credit. 3.01 3.1 The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuer Issuing Bank agrees, (A) from time to time on any Business Day, Day during the period from the Closing Date to the day which is five days prior to the Revolving Termination Date, Date to issue Letters of Credit for the account of the Company in an aggregate Stated Amount in Dollars or any Offshore Currency at any one time that, the Dollar Equivalent of which, together with the aggregate Dollar Equivalent of the Stated Amount of all other outstanding Letters of Credit issued pursuant hereto, does not exceed the L/C CommitmentBorrower, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the CompanyBorrower; provided, that the Issuer Issuing Bank shall not be obligated to Issue, and no Revolving Lender 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 Dollar Equivalent of the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans and plus the Effective Amount of all Swing Line Swingline Loans exceeds the Aggregate Revolving Loan Commitmentcombined Commitments, (2) the participation of any Lender Bank in the Dollar Equivalent of the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans plus the Effective Amount of all Swingline Loans of such Lender and such Revolving Lender's Pro Rata Revolving Share of any outstanding Swing Line Loans Bank exceeds such LenderBank's Commitment, or (3) the 3)the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the CompanyBorrower's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letters of Credit. 3.01 The Letter of Credit Subfacility. (ai) On Subject to the terms and conditions set forth herein herein, (i1) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (Ax) from time to time on any Business Day, Day during the period from the Closing Date until the Letter of Credit Expiration Date applicable to the day which is five days prior to Letters of Credit issued under the Revolving Termination DateCredit Facility, to issue Letters of Credit for the account of the Company in an aggregate Stated Amount in Dollars or Borrower (provided, that any Offshore Currency at Letter of Credit may be for the benefit of any one time that, the Dollar Equivalent of which, together with the aggregate Dollar Equivalent Subsidiary of the Stated Amount of all other outstanding Letters of Credit issued pursuant hereto, does not exceed the L/C Commitment, Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c) and 3.02(dSection 2.03(b), and (By) to honor drafts under the Letters of Credit; Credit and (ii2) the Revolving Credit Lenders severally agree to participate in Letters of Credit Issued for the account of the Companyissued pursuant to this Section 2.03; provided, provided that the no L/C Issuer shall not be obligated to Issuemake any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in, in any Letter of Credit Credit, if as of the date of Issuance such L/C Credit Extension the Revolving Credit Exposure of any Lender would exceed such Letter of Lender’s Revolving Credit (Commitment or the "Issuance Date") (1) the Dollar Equivalent Outstanding Amount of the Effective Amount of all Revolving L/C Obligations plus would exceed the Effective Amount Letter of all Revolving Loans and of all Swing Line Loans exceeds the Aggregate Revolving Loan Commitment, (2) the participation of any Lender in the Dollar Equivalent of the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Lender and such Revolving Lender's Pro Rata Revolving Share of any outstanding Swing Line Loans exceeds such Lender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C CommitmentCredit Sublimit. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's Borrower’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, and accordingly the Company Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which that have expired or which that have been drawn upon and reimbursed.

The Letters of Credit. 3.01 1. The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuer Issuing Lender agrees, (A) from time to time on any Business Day, Day during the period from the Closing Date to the day which is five days prior to the Revolving Termination Date, Date to issue Letters of Credit for the account of the Company in an aggregate Stated Amount in Dollars or any Offshore Currency at any one time that, the Dollar Equivalent of which, together with the aggregate Dollar Equivalent of the Stated Amount of all other outstanding Letters of Credit issued pursuant hereto, does not exceed the L/C CommitmentCompany, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Revolving Lenders severally agree to participate in Letters of Credit Issued for the account of the Company; provided, that the Issuer Issuing Lender shall not be obligated to Issue, and no Revolving Lender 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 Dollar Equivalent of the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans and of all Swing Line Loans exceeds the Aggregate Revolving Loan Commitmentlesser of (i) the Commitments or (ii) the Borrowing Base, (2) the participation of any Revolving Lender in the Dollar Equivalent of the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Revolving Lender and exceeds such Revolving Lender's Pro Rata Revolving Share of any outstanding Swing Line Loans exceeds such Lender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letters of Credit. 3.01 3.1 The Letter of Credit Subfacility. (a) On the terms and conditions set -------------------------------- forth herein (i) the Issuer Issuing Bank agrees, (A) from time to time on any Business Day, Day during the period from the Closing Date to the day which is five days prior to the Revolving Termination Date, Date to issue Letters of Credit for the account of the Company in an aggregate Stated Amount in Dollars or any Offshore Currency at any one time that, the Dollar Equivalent of which, together with the aggregate Dollar Equivalent of the Stated Amount of all other outstanding Letters of Credit issued pursuant hereto, does not exceed the L/C CommitmentBorrower, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c3.2(c) and 3.02(d3.2(d), in an aggregate Dollar Equivalent Amount not to exceed at any time the L/C Commitment and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the CompanyBorrower; provided, that the Issuer Issuing Bank shall not be obligated to Issue, and no Revolving Lender -------- 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 Dollar Equivalent of the ------------- Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans and of all Swing Line Loans exceeds the Aggregate Revolving Loan Commitmentcombined Commitments, (2) the participation of any Lender Bank in the Dollar Equivalent of the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Lender and such Revolving Lender's Pro Rata Revolving Share of any outstanding Swing Line Loans Bank exceeds such LenderBank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the CompanyBorrower's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letters of Credit. 3.01 4.1 The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein herein, (i) the Issuer Issuing Lender agrees, (A) from time to time time, on any Business Day, Day during the period from the Closing Date to the day which is five days prior to the Revolving Termination Date, to issue Letters of Credit for the account of the Company in an aggregate Stated Amount in Dollars or any Offshore Currency at any one time that, the Dollar Equivalent of which, together with the aggregate Dollar Equivalent of the Stated Amount of all other outstanding Letters of Credit issued pursuant hereto, does not exceed the L/C CommitmentCompany, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c4.2(c) and 3.02(d(d), and (B) to honor properly drawn drafts under the Letters of CreditCredit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit Issued for the account of the Company; provided, provided that the Issuer Issuing Lender shall not be obligated to Issue, and no Revolving Lender 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 Effective Amount of all L/C Obligations plus the aggregate principal Dollar Equivalent amount of all Loans exceeds the amount of the combined Commitments; (2) the participation of such Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans and of all Swing Line Loans exceeds the Aggregate Revolving Loan Commitment, (2without duplication) the participation of any Lender in the Dollar Equivalent outstanding principal amount of the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving U.S. Dollar Loans of such Lender and plus such Revolving Lender's Pro Rata Revolving Share of any the aggregate outstanding Swing Line principal Dollar Equivalent amount of all Canadian Loans exceeds such Lender's Commitment, ; or (3) the Effective Amount of all L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letters of Credit. 3.01 The Letter of Credit SubfacilityFacility. ----------------------------- (a) On the terms and conditions set forth herein (i) the Issuer Issuing Bank agrees, (A) from time to time on any Business Day, during the period from the Closing Date to permit the day which is five days prior to the Revolving Termination Date, to issue Letters AGI IRB Letter of Credit to become an obligation under and be deemed to have been issued under this Agreement for the account of AGI in the Company in an aggregate Stated Amount in Dollars or any Offshore Currency at any one time thatamount and to the beneficiary as set forth on Exhibit G hereto, and subject to the Dollar Equivalent of which, together with the aggregate Dollar Equivalent satisfaction of the Stated Amount of all other outstanding Letters of Credit issued pursuant heretoconditions in --------- Section 5.02, does not exceed the L/C Commitment, and to amend or renew Letters the AGI IRB Letter of Credit previously issued by it, in accordance with subsections ------------ Sections 3.02(c) and 3.02(d(d), and (B) to honor drafts under the Letters AGI IRB Letter of ---------------- - Credit; and (ii) the L/C Lenders severally agree to participate in Letters the AGI IRB Letter of Credit Issued for the account of the CompanyCredit; provided, provided that the Issuer Issuing Bank shall not be obligated to -------- Issue, and no Revolving L/C Lender shall be obligated to participate in, any the AGI IRB Letter of Credit if if, as of the date Issuance Date of Issuance of such the AGI IRB Letter of Credit (the "Issuance Date") Credit, (1) the Dollar Equivalent of the Effective Amount of all L/C Obligations plus exceeds the Effective Amount combined L/C Commitments of all Revolving Loans and of all Swing Line Loans exceeds the Aggregate Revolving Loan CommitmentL/C Lenders, (2) the participation of any L/C Lender in the Dollar Equivalent of the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such L/C Lender and exceeds such Revolving L/C Lender's Pro Rata Revolving Share of any outstanding Swing Line Loans exceeds such Lender's Commitment, L/C Commitment or (3) the Effective Amount of AGI L/C Obligations exceeds the AGI L/C CommitmentSublimit. Within The parties hereto acknowledge and agree that the foregoing limitsAGI IRB Letter of Credit is not being reissued on the Closing Date, and subject that as such it will be deemed to be a continuing obligation of AGI hereunder and that this Agreement will henceforth constitute, among other things, an amendment and restatement of the other terms AGI Reimbursement Agreement for purposes of the AGI Bond Documents and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to supersede and replace Letters of Credit which have expired or which have been drawn upon and reimbursedsuch Reimbursement Agreement in its entirety.