Common use of The Letters of Credit Clause in Contracts

The Letters of Credit. 3.1 The Letter of Credit Subfacility. (a) 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 Revolving Termination Date to issue Letters of Credit for the account of the Company, 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 Banks severally agree to participate in Letters of Credit Issued for the account of the 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 Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans exceeds the combined Commitments, (2) the participation of such Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Bank exceeds such Bank'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. (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 directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit 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 the 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 (A) more than two years after the date of Issuance, unless the Majority Banks have approved such expiry date in writing, or (B) after the Revolving Termination Date, unless all of the Banks have approved such expiry date in writing; (iv) the expiry date of any requested Letter of Credit is prior to the maturity date of any financial obligation to be supported by the requested Letter of Credit; (v) any requested Letter of Credit 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; (vi) such Letter of Credit is for the purpose of supporting the issuance of any letter of credit by any other Person; or (vii) such Letter of Credit is denominated in a currency other than Dollars.

The Letters of Credit. 3.1 The Letter of Credit Subfacility.Facility (a) On the terms and conditions set forth herein herein, (i) the each Issuing Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to until 30 days before the Revolving Termination Date to issue Letters of Credit for the account of the CompanyCompany or the Facilities Subsidiary, 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 Banks severally agree to participate in Letters of Credit Issued for the account of the CompanyCompany or the Facilities Subsidiary; provided, that the Issuing Bank Banks 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 Effective Amount of all Revolving Loans, Swingline Loans, and L/C Obligations plus exceeds the Aggregate Commitment, (2) the Effective Amount of all Revolving Loans exceeds the combined Commitments, (2) of such Bank plus the participation of such Bank Bank, if any, in the Effective Amount of all Swingline Loans and L/C Obligations plus the Effective Amount of the Revolving Loans of such Bank exceeds such Bank'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 Company shall be primarily liable for all obligations hereunder and under the L/C- Related Documents with respect to any Letter of Credit Issued for the account of the Facilities Subsidiary. (b) The Each of the Issuing Bank Banks 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 such Issuing Bank from Issuing such Letter of Credit, or any Requirement of Law applicable to the such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such Issuing Bank shall prohibit prohibit, or request that such Issuing Bank refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the such Issuing Bank in good xxxxx xxxxx material to it; (ii) the such Issuing Bank has received written notice from any Bank, the Agent or the 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 (A) more than two years one year after the date of Issuance, unless the Majority Banks have approved such expiry date in writing, or (B) after the Revolving Termination Date, unless all of the Banks have approved such expiry date in writing; (iv) the expiry date of any requested Letter of Credit is prior to the maturity date of any financial obligation to be supported by the requested Letter of Credit, unless such Letter of Credit is issued in connection with worker's compensation or to secure self-insurance deductibles or certain payments required in connection with export log yards, or all of the Banks have approved such expiry date in writing; (v) any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance reasonably acceptable to the such Issuing Bank, or the Issuance of a Letter of Credit shall may violate any applicable policies of such Issuing Bank applicable to customers and credits of a type similar to the Issuing BankCompany and the transactions contemplated in this Agreement; (vi) such any standby Letter of Credit is for the purpose of supporting the issuance of any letter of credit by any other Person; or; (vii) such Letter of Credit is in a face amount less than $100,000 or to be denominated in a currency other than Dollars; or (viii) the requested Letter of Credit provides for payment thereunder sooner than the Business Day following the presentation to such Issuing Bank of the documentation required thereunder.

The Letters of Credit. 3.1 The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein herein, (i) the Issuing Bank Lender agrees, (A) from time to time time, on any Business Day during the period from the Closing Date to the day which is 30 days prior to the scheduled Revolving Termination Date Date, to issue Letters of Credit for the account of Culligan (or, if a Letter of Credit is for the Companyaccount of a Subsidiary of Culligan, jointly for the account of Culligan and such Subsidiary of Culligan), 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 Banks Lenders severally agree to participate in Letters of Credit Issued for the account of Culligan (including any Letter of Credit issued jointly for the Companyaccount of Culligan and any Subsidiary of Culligan); provided, provided that the Issuing Bank Lender shall not be obligated to Issue, and no Bank 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 Aggregate Outstandings will exceed the Effective Amount of all Revolving Loans exceeds the combined CommitmentsAggregate Commitment Amount, (2) the participation of such Bank Lender in the Effective Amount of all L/C Obligations plus (without duplication) the Effective Amount outstanding principal Dollar Equivalent amount of the Revolving Loans of such Bank exceeds Lender plus such BankLender's Pro Rata Share of all Swing Line Loans will exceed such Lender's Commitment, or (3) the Effective Amount of all L/C Obligations exceeds will exceed the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the CompanyCulligan's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company Culligan 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. (b) The Issuing Bank is Lender shall be 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 Lender from Issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Bank Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank Lender shall prohibit prohibit, or request that the Issuing Lender refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank Lender in good xxxxx xxxxx material to it; (ii) the Issuing Bank Lender has received written notice from any BankLender, the Administrative Agent or the CompanyCulligan, 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 (A) more than two years on or after the date of Issuance, unless 30th day preceding the Majority Banks have approved such expiry date in writing, or (B) after the scheduled Revolving Termination Date, unless all of the Banks have approved such expiry date in writing; (iv) the expiry date of any requested Letter of Credit is prior to the maturity date of any financial obligation to be supported by the requested Letter of Credit; (v) any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance acceptable to the Issuing BankLender, or the Issuance of a Letter of Credit shall violate any applicable policies policy of the Issuing Bank; (vi) such Letter of Credit is for the purpose of supporting the issuance of any letter of credit by any other PersonLender; or (viiv) such Letter of Credit is denominated in a currency other than DollarsU.S. Dollars or an Offshore Currency.

The Letters of Credit. 3.1 The Letter of Credit Subfacility. (ai) On Subject to the terms and conditions set forth herein herein, (iA) the each Issuing Bank agrees, in reliance upon the agreements of the other Revolving Lenders set forth in Section 2.03, (A1) from time to time on any Business Day during the period from the Closing Date to until the Revolving Termination Date to issue Letters Letter of Credit Expiration Date, to make L/C Credit Extensions for the account of the CompanyBorrower or its Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with subsections 3.02(cSection 2.03(a)(i) and 3.02(d(ii), and (B2) to honor drafts drawings under the Letters of Credit; and (iiB) the Banks Revolving Lenders severally agree to participate in Letters of Credit Issued issued for the account of the CompanyBorrower or its Subsidiaries and any L/C Borrowings thereunder; provided, provided that the Issuing Bank shall not be obligated after giving effect to Issue, and no Bank shall be obligated any L/C Credit Extension with respect to participate in, any Letter of Credit if as Credit, (x) the Total Revolving Outstandings shall not exceed the Revolving Facility, (y) the aggregate Outstanding Amount of the date Revolving Advances of Issuance any Revolving Lender, plus such Revolving Lender’s Pro Rata Share of such Letter of Credit (the "Issuance Date") (1) the Effective Outstanding Amount of all L/C Obligations plus Obligations, shall not exceed such Revolving Lender’s Revolving Commitment, and (z) the Effective Outstanding Amount of all Revolving Loans exceeds the combined Commitments, (2) the participation of such Bank in the Effective Amount of all L/C Obligations plus shall not exceed the Effective Amount Letter of Credit Sublimit. Each request by the Revolving Loans Borrower for the issuance or amendment of such Bank exceeds such Bank's Commitment, or (3) a Letter of Credit shall be deemed to be a representation by the Effective Amount of L/C Obligations exceeds Borrower that the L/C CommitmentCredit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. 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. (bii) The No Issuing Bank is under no obligation to Issue shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date. (iii) No Issuing Bank shall be under any Obligation to make any L/C Credit Extension if: (iA) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the such Issuing Bank from Issuing issuing such Letter of Credit, or any Requirement of Applicable Law applicable to the such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that the Issuing Bank shall prohibit refrain from, the Issuance issuance of letters Letters of credit Credit generally or such Letter of Credit in particular or shall impose upon the such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the such Issuing Bank in good xxxxx xxxxx material to it; (iiB) the Issuing Bank has received written notice from any Bank, the Agent or the Company, on or prior to the Business Day prior to the requested date of Issuance making of such Letter of Credit, that one or more of the applicable conditions contained in Article V is not then satisfiedL/C Credit Extension would violate any Applicable Laws; (iiiC) the expiry date of any requested Letter of Credit is (A) more than two years after the date of Issuance, unless the Majority Banks have approved such expiry date in writing, or (B) after the Revolving Termination Date, unless all of the Banks have approved such expiry date in writing; (iv) the expiry date of any requested Letter of Credit is prior to the maturity date of any financial obligation to be supported except as otherwise agreed by the requested Letter of Credit; (v) any requested Letter of Credit is not otherwise in form Administrative Agent and substance acceptable to the such Issuing Bank, or the Issuance of a Letter of Credit shall violate any applicable policies of the Issuing Bank; (vi) such Letter of Credit is for the purpose of supporting the issuance of any letter of credit by any other Person; orin an initial face amount less than $100,000; (viiD) such Letter of L/C Credit Extension is to be denominated in a currency other than Dollars; (E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or (F) a default of any Revolving Lender’s obligations to fund under Section 2.03 exists, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower or such Revolving Lender to eliminate such Issuing Bank’s risk with respect to such Revolving Lender. (iv) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof. (v) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

The Letters of Credit. 3.1 3.01 The Letter of - Credit Subfacility. (a) 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 Revolving Termination Maturity Date to issue Letters of Credit for the account of the CompanyBorrower, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections Sections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of the CompanyBorrower; 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") Credit (1) the Effective Amount of all L/C Obligations plus the -------- ---- Effective Amount of all Revolving Loans exceeds the combined Commitments, (2) the participation of such any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Bank exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment; provided, further, that the Issuing Bank shall not be obligated to Issue, and no -------- ------- Bank shall be obligated to participate in, any evergreen Letter of Credit if as of the Issuance Date thereof the Effective Amount of L/C Obligations relating to evergreen Letters of Credit exceeds $10,000,000 in the aggregate. 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. (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 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 Administrative Agent or the CompanyBorrower, 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 Section 5 is not then satisfied; (iii) the expiry date of any requested Letter of Credit is (A) more than two years 720 days after the date of Issuance, unless the Majority Banks have approved such expiry date in writing, or (B) after the Revolving Termination Maturity Date, unless all of the Banks have approved such expiry date in writing; (iv) the expiry date of any requested Letter of Credit is prior to the maturity date of any financial obligation to be supported by the requested Letter of Credit; (v) 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; (vi) such any standby Letter of Credit is for the purpose of supporting the issuance of any letter of credit by any other Person; or (vii) such Letter of Credit is denominated in a currency other than Dollars.

The Letters of Credit. 3.1 The Letter of Credit Subfacility. (a) 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 Revolving Termination Date to issue Letters of Credit for the account of the CompanyBorrower, 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 Banks severally agree to participate in Letters of Credit Issued for the account of the CompanyBorrower; 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 Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans plus the Effective Amount of all Swingline Loans exceeds the combined Commitments, (2) the participation of such any Bank in 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 Bank exceeds such Bank'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. (b) The Issuing Bank is under no obligation to shall not 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 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 otherwise 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 fxxxx xxxxx material to it; (ii) the Issuing Bank has received written notice from any Bank (and the Required Banks concur with the determination of such Bank, the Agent ) or the CompanyAgent, on or prior to the Business Day prior to the requested date of Issuance of such Letter of Credit, that no further Letters of Credit are to be issued due to a continuing failure to meet one or more of the applicable conditions contained in Article V is and such notice has not then satisfiedexpired or been withdrawn by the applicable Bank and/or the Agent; (iii) the expiry date of any requested Letter of Credit is (A) more than two years after the date of Issuance, unless the Majority Banks have approved such expiry date in writing, or (B) 360 days after the Revolving Termination Date, unless all of the Banks have approved such expiry date in writing; (iv) the expiry date of any requested Letter of Credit is prior to the maturity date of any financial obligation to be supported by the requested Letter of Credit; (v) any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance reasonably acceptable to the Issuing Bank, or the Issuance of a Letter of Credit shall violate any applicable policies of the Issuing Bank;Bank for extensions of credit; or (viv) such Letter of Credit is for the purpose of supporting the issuance of any letter of credit by any other Person; or (vii) such Letter of Credit is in a face amount less than $50,000 or to be denominated in a currency other than Dollars.

The Letters of Credit. 3.1 The Letter of Credit Subfacility. (a) . On the terms and conditions set forth herein (i) the Issuing Bank Lender agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, 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 Banks Revolving Lenders severally agree to participate in Letters of Credit Issued for the account of the Company; provided, that the Issuing Bank Lender shall not be obligated to Issue, and no Bank 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 Effective Amount of all Revolving Loans exceeds the combined Commitmentslesser of (i) the Commitments or (ii) the Borrowing Base, (2) the participation of such Bank any Revolving Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Bank Revolving Lender exceeds such BankRevolving Lender's Revolving 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. (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 directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit 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 the 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 (A) more than two years after the date of Issuance, unless the Majority Banks have approved such expiry date in writing, or (B) after the Revolving Termination Date, unless all of the Banks have approved such expiry date in writing; (iv) the expiry date of any requested Letter of Credit is prior to the maturity date of any financial obligation to be supported by the requested Letter of Credit; (v) any requested Letter of Credit 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; (vi) such Letter of Credit is for the purpose of supporting the issuance of any letter of credit by any other Person; or (vii) such Letter of Credit is denominated in a currency other than Dollars.

The Letters of Credit. 3.1 The Letter of Credit Subfacility.Facility. ----------------------------- (a) On the terms and conditions set forth herein herein, (i) the Issuing Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to until 30 days before the Revolving Termination Date to issue Letters of Credit for the account of the Company, 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 Banks severally agree to participate in Letters of Credit Issued for the account of the 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 if, as of the date of Issuance of such Letter of Credit (the "Issuance Date") ), ------------- (1A) the Effective Amount of all L/C Obligations plus the Effective Amount of all Obligations, W/C Revolving Loans, and Swingline Loans exceeds the combined aggregate W/C Revolving Commitments, (2B) the participation of such any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the W/C Revolving Loans of such Bank plus the ---- participation of such Bank, if any, in the Effective Amount of all Swingline Loans exceeds such Bank's W/C Revolving Commitment, or (3C) 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. (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 such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such Issuing Bank shall prohibit prohibit, or request that such Issuing Bank refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date), or shall impose upon the such 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 itexpense; (ii) the Issuing Bank has received written notice from any Bank, the Agent or the 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 (A) more than two years one calendar year after the date of Issuance, unless the Majority Banks have approved such expiry date in writing, or (B) after less than 30 days prior to the Revolving Termination Date, unless all of the Banks have approved such expiry date in writingwriting ; (iv) the expiry date of any requested Letter of Credit is prior to the maturity date of any financial obligation to be supported by the requested Letter of Credit, unless such Letter of Credit is issued in connection with worker's compensation or to secure self-insurance deductibles or environmental clean-up obligations; (v) any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance reasonably acceptable to the such Issuing Bank, or the Issuance of a Letter of Credit shall may violate any applicable policies of the Issuing Bank; (vi) such any standby Letter of Credit is for the purpose of supporting the issuance of any letter of credit by any other Person; or; (vii) such Letter of Credit is in a face amount less than $100,000 or to be denominated in a currency other than Dollars; or (viii) the requested Letter of Credit provides for payment thereunder sooner than the Business Day following the presentation to such Issuing Bank of the documentation required thereunder.