Common use of Commitment and Conditions Clause in Contracts

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Group Member), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Closing Date through the earlier of the Revolving Credit Termination Date and five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that no L/C Issuer shall be obligated to Issue any Letter of Credit and no Lender shall be obligated to participate in any Letter of Credit if after giving effect to such Issuance, (x) the aggregate Revolving Credit Outstandings would exceed the aggregate Revolving Credit Commitments, (y) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit, or (z) the Revolving Credit Outstandings of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Group Member), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Closing Date through the earlier of the Revolving Credit Termination Date and five Business Days 7 days prior to the Scheduled Revolving Credit Termination Date; provided, provided however, that no such L/C Issuer shall not be obligated under any obligation to Issue any Letter of Credit and no Lender shall be obligated to participate in upon the occurrence of any Letter of Credit if the following, after giving effect to such Issuance, : (xi) (A) the aggregate Revolving Credit Outstandings would exceed the aggregate Revolving Credit Commitments, Commitments or (yB) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance thereof or (C) is later than 7 days prior to the Scheduled Revolving Credit Termination Date; provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or (iii) (A) any fee due in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any other Group Member, such Group Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or (z) take notice whether, the Revolving Credit Outstandings conditions precedent set forth in Section 3.2 have been satisfied or waived in connection with the Issuance of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limitsLetter of Credit; provided, and subject to the terms and conditions hereofhowever, the Borrower’s ability to obtain Letters that no Letter of Credit shall be fully revolving, and accordingly the Borrower may, Issued during the foregoing period, obtain Letters period starting on the first Business Day after the receipt by such L/C Issuer of Credit to replace Letters of Credit notice from the Administrative Agent or the Required Lenders that have expired any condition precedent contained in Section 3.2 is not satisfied and ending on the date all such conditions are satisfied or that have been drawn upon and reimbursedduly waived.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Group MemberSubsidiary of Borrower), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Second Restatement Closing Date through the earlier of the Revolving Credit Termination Date and five Business Days 5 days prior to the Scheduled date specified in clause (a) of the definition of Revolving Credit Termination Date; provided, provided however, that no such L/C Issuer shall not be obligated under any obligation to Issue any Letter of Credit and no Lender shall be obligated to participate in upon the occurrence of any Letter of Credit if the following, after giving effect to such Issuance, : (xi) the aggregate outstanding principal balance of Revolving Credit Outstandings Loans would exceed the aggregate Maximum Revolving Credit Commitments, Loan Balance or (yii) the L/C Letter of Credit Obligations for all Letters of Credit would exceed $10,000,000 (the “L/C Sublimit”); (B) the expiration date of such Letter of Credit (i) is not a Business Day, (ii) is more than one year after the date of issuance thereof or (iii) is later than 5 days prior to the date specified in clause (a) of the definition of Revolving Termination Date; provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (iii) above; or (C) (i) any fee due in connection with, and on or prior to, such Issuance has not been paid, (ii) such Letter of Credit is requested to be issued in a form that is not acceptable to such L/C Issuer or (iii) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any Subsidiary of Borrower, such Person), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or (z) take notice whether, the Revolving Credit Outstandings conditions precedent set forth in Section 2.2 have been satisfied or waived in connection with the Issuance of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limitsLetter of Credit; provided, and subject to the terms and conditions hereofhowever, the Borrower’s ability to obtain Letters that no Letter of Credit shall be fully revolving, and accordingly the Borrower may, Issued during the foregoing period, obtain Letters period starting on the first Business Day after the receipt by such L/C Issuer of Credit to replace Letters of Credit notice from the Agent or the Required Lenders that have expired any condition precedent contained in Section 2.2 is not satisfied and ending on the date all such conditions are satisfied or that have been drawn upon and reimbursedduly waived.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the BorrowerBorrower Representative, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower Borrowers (or, as long as the Borrower remains Borrowers remain responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Group MemberSubsidiary of a Borrower), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Closing Date through the earlier of the Revolving Credit Termination Date and five Business Days 7 days prior to the Scheduled date specified in clause (a) of the definition of Revolving Credit Termination Date; provided, provided however, that no such L/C Issuer shall not be obligated under any obligation to Issue any Letter of Credit and no Lender shall be obligated to participate in upon the occurrence of any Letter of Credit if the following, after giving effect to such Issuance, : (xi) the aggregate outstanding principal balance of Revolving Credit Outstandings Loans would exceed the aggregate Maximum Revolving Credit Commitments, Loan Balance or (yii) the L/C Letter of Credit Obligations for all Letters of Credit would exceed $1,500,000 (the “L/C Sublimit”); (B) the expiration date of such Letter of Credit (i) is not a Business Day, (ii) is more than one year after the date of issuance thereof or (iii) is later than 7 days prior to the date specified in clause (a) of the definition of Revolving Termination Date; provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of each Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor any Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (iii) above; or (C) (i) any fee due in connection with, and on or prior to, such Issuance has not been paid, (ii) such Letter of Credit is requested to be issued in a form that is not acceptable to such L/C Issuer or (iii) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrowers or the Borrower Representative on their behalf (and, if such Letter of Credit is issued for the account of any Subsidiary of a Borrower, such Person), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or (z) take notice whether, the Revolving Credit Outstandings conditions precedent set forth in Section 2.2 have been satisfied or waived in connection with the Issuance of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limitsLetter of Credit; provided, and subject to the terms and conditions hereofhowever, the Borrower’s ability to obtain Letters that no Letter of Credit shall be fully revolving, and accordingly the Borrower may, Issued during the foregoing period, obtain Letters period starting on the first Business Day after the receipt by such L/C Issuer of Credit to replace Letters of Credit notice from the Agent or the Required Lenders that have expired any condition precedent contained in Section 2.2 is not satisfied and ending on the date all such conditions are satisfied or that have been drawn upon and reimbursedduly waived.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Group Member), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Closing Date through the earlier of the Revolving Credit Termination Date and five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that no L/C Issuer shall be obligated to Issue any Letter of Credit and no Lender shall be obligated to participate in any Letter of Credit if after giving effect to such Issuance, (x) the aggregate Revolving Credit Outstandings would exceed the aggregate Revolving Credit Commitments, (y) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit, or (z) the Revolving Credit Outstandings of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower is a co-applicant under the Letter of Credit and remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Group Memberof its Subsidiaries), Letters of Credit (denominated in DollarsEuros or any Specified Currency) from time to time on any Business Day during the period from the Closing Execution Date through to the earlier of the Revolving Credit Termination Date and date five Business Days prior to the Scheduled Maturity Date; provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) The aggregate International Revolving Credit Termination DateOutstandings would exceed the aggregate Commitments, provided (B) the Applicable Fronting Exposure of such L/C Issuer would exceed the lesser of its Pro Rata Share of the International Revolving Borrowing Base and its Commitment, or (C) the L/C Obligations for all Letters of Credit would exceed the International L/C Sublimit. (ii) The expiration date of such Letter of Credit (A) would not be a Business Day, (B) would be more than one year after the date of issuance thereof (or such longer period as shall be reasonably acceptable to the L/C Issuer) or (C) would be later than five Business Days prior to the Scheduled Maturity Date (or such longer period as shall be reasonably acceptable to the L/C Issuer); provided, however, that any Letter of Credit may provide for its renewal for additional periods not exceeding one year or such longer period as shall be reasonably acceptable to the L/C Issuer or extend beyond the date set forth in clause (C) of this Section 2.4(a)(ii) as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) such renewal does not extend such expiration date beyond the date set forth in clause (C) of this Section 2.4(a)(ii). (iii) (A) Any fee due in connection with, and on or prior to, such Issuance shall not have been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any other International Loan Party or any Subsidiary of an International Loan Party, such other International Loan Party or Subsidiary), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”), which documents, to the extent the provisions thereof address the same subject matter as the representations, warranties or covenants set forth herein, shall not be more onerous to the Borrower than those set forth herein. (iv) The requested amount of such Letter of Credit shall be less than €100,000. For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Sections 3.1 and 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Lenders that any condition precedent contained in Sections 3.1 and 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit and no unless (i) the Non-Funding Lender shall be obligated to participate or Impacted Lender has been replaced in any Letter of Credit if after giving effect to such Issuanceaccordance with Section 2.18 or Section 11.2, (x) the aggregate Revolving Credit Outstandings would exceed the aggregate Revolving Credit Commitments, (yii) the L/C Obligations for all Letters of Credit would exceed such Non-Funding Lender or Impacted Lender have been cash collateralized or backstopped pursuant to arrangements reasonably acceptable to such L/C Issuer, (iii) the Commitments of the other Lenders have been increased by an amount sufficient to satisfy the Administrative Agent and the L/C SublimitIssuer that all future L/C Obligations will be covered by all Lenders that are not Non-Funding Lenders or Impacted Lenders, or (ziv) the Revolving Credit Outstandings L/C Obligations of any such Non-Funding Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that Impacted Lender have been drawn upon and reimbursedreallocated to other Lenders in a manner consistent with Section 2.2(c)(ii).

Commitment and Conditions. (i) In order to assist Borrowers in establishing or opening standby Letters of Credit with Issuing Bank, Borrowers have requested that Agent join in the applications for such Letters of Credit, and/or guarantee payment or performance of such Letters of Credit and any drafts thereunder through the issuance of a Letter of Credit Guaranty, thereby lending Agent's credit to that of the applicable Borrower, and Agent has agreed to do so. These arrangements shall be coordinated by Agent, subject to the terms and conditions set forth below. Agent shall not be required to be the issuer of any Letter of Credit. The applicable Borrower will be the account party for the application for each Letter of Credit. The terms and conditions of all Letters of Credit and all changes or modifications thereof by a Borrower and/or Issuing Bank shall in all respects be subject to the prior approval of Agent. Upon the issuance of a Letter of Credit, a reserve for the Revolving Loans that may be payable in the event Lenders are required to make a payment in respect thereof shall be established thereby reducing the amount of Revolving Loans otherwise available to Borrowers in such amount. Upon the receipt by Issuing Bank of such evidence as it may require of the cancellation or termination of a Letter of Credit, or in the event of a draw thereunder, the reimbursement of Issuing Bank in respect of such Letter of Credit, such reserve shall be terminated. (ii) On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at herein and in the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Group Member), Letters Letter of Credit (denominated Documents, Lenders will participate in Dollars) the issuance by Issuing Bank from time to time on any Business Day during the period from the Closing Date through the earlier of the Revolving Credit Termination Date and five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that no L/C Issuer shall be obligated to Issue any Letter of Credit and no Lender shall be obligated to participate in any Letter of Credit if after giving effect to such Issuance, (x) the aggregate Revolving Credit Outstandings would exceed the aggregate Revolving Credit Commitments, (y) the L/C Obligations for all Letters of Credit would exceed until the L/C SublimitFinal Maturity Date as Administrative Borrower may request on a Business Day in a form acceptable to Issuing Bank and to Agent, or (z) the Revolving Credit Outstandings of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain which Letters of Credit shall be fully revolvingdenominated in Dollars; PROVIDED, and accordingly THAT, (A) the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters may only be on a standby basis, (B) the face amount of any Letter of Credit that will be not less than $250,000, and (C) the aggregate amount of the Letter of Credit Obligations outstanding at any time shall not exceed the amount equal to (1) $7,000,000 minus (2) the aggregate amount of Indebtedness outstanding under clause (l) of the definition of "Permitted Indebtedness" in excess of $3,000,000, if any. (iii) No Letter of Credit shall (A) have expired an original expiry date more than one year from the date of issuance or that (B) as originally issued or as extended, have been drawn upon an expiry date extending beyond the Final Maturity Date. Each Letter of Credit (including, without limitation, the issuance and reimbursedexpiry date thereof) shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. The renewal, extension, increase in amount or reduction or elimination of any scheduled decrease in the face amount of any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder and the term "issuance" or other reference to issuing a Letter of Credit shall include the same.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to IssueIssue or cause to be Issued, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Group Member), Letters of Credit (denominated in DollarsDollars and with face amounts that are at least $100,000) from time to time on any Business Day during the period from the Original Closing Date through the earlier of the Revolving Credit Termination Date and five Business Days 7 days prior to the Scheduled Revolving Credit Termination Date; provided, provided however, that no such L/C Issuer shall not be obligated under any obligation to Issue any Letter of Credit and no Lender shall be obligated to participate in upon the occurrence of any Letter of Credit if the following, after giving effect to such Issuance, : (xA) the aggregate Revolving Credit Outstandings would exceed the aggregate Revolving Credit Commitments, Commitments or (yB) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance thereof or (C) is later than 7 days prior to the Scheduled Revolving Credit Termination Date; provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or (iii) (A) any fee due in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not reasonably acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any other Group Member, such Group Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or (z) take notice whether, the Revolving Credit Outstandings conditions precedent set forth in Section 3.2 have been satisfied or waived in connection with the Issuance of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limitsLetter of Credit; provided, and subject to the terms and conditions hereofhowever, the Borrower’s ability to obtain Letters that no Letter of Credit shall be fully revolving, and accordingly the Borrower may, Issued during the foregoing period, obtain Letters period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Credit to replace Letters of Credit Lenders that have expired any condition precedent contained in Section 3.2 is not satisfied and ending on the date all such conditions are satisfied or that have been drawn upon and reimbursedduly waived.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Group Member), Letters of Credit (denominated in DollarsDollars in a minimum face amount of $1,000,000 for each Letter of Credit) from time to time on any Business Day during the period from the Closing Date through the earlier of the Revolving Credit Termination Date and five Business Days 5 days prior to the Scheduled Revolving Credit Termination Date; provided, provided however, that no such L/C Issuer shall not be obligated under any obligation to Issue any Letter of Credit and no Lender shall be obligated to participate in upon the occurrence of any Letter of Credit if the following, after giving effect to such Issuance, : (xA) the aggregate Revolving Credit Outstandings would exceed the aggregate Revolving Credit Commitments, Commitments or (yB) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance thereof or (C) is later than 5 days prior to the Scheduled Revolving Credit Termination Date; provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional one year periods as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such additional one year period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or (iii) (A) any fee due in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any other Group Member, such Group Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or (z) take notice whether, the Revolving Credit Outstandings conditions precedent set forth in Section 3.2 have been satisfied or waived in connection with the Issuance of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limitsLetter of Credit; provided, and subject to the terms and conditions hereofhowever, the Borrower’s ability to obtain Letters that no Letter of Credit shall be fully revolving, and accordingly the Borrower may, Issued during the foregoing period, obtain Letters period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Credit to replace Letters of Credit Lenders that have expired any condition precedent contained in Section 3.2 is not satisfied and ending on the date all such conditions are satisfied or that have been drawn upon and reimbursedduly waived.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s 's usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Group Member), Letters of Credit (denominated in DollarsDollars in a minimum amount of $250,000 unless otherwise agreed by the applicable L/C Issuer) from time to time on any Business Day during the period from the Closing Date through the earlier of the Revolving Credit Termination Date and five Business Days 30 days prior to the Scheduled Revolving Maturity Date (which for this purpose shall be March 14, 2009 until all the Senior Subordinated Notes are redeemed and retired, except that that Borrower may request one or more Letters of Credit Termination Datein an aggregate amount not to exceed REVOLVING CREDIT AGREEMENT [DAYTON SUPERIOR CORPORATION] $15,000,000 have an expiration date later than March 14, provided 2009 but not later than one year following the issuance date of such Letter of Credit); provided, however, that no such L/C Issuer shall not be obligated under any obligation to Issue any Letter of Credit and no Lender shall be obligated to participate in upon the occurrence of any Letter of Credit if the following, after giving effect to such Issuance, : (xA) the aggregate Revolving Credit Outstandings would exceed the lesser of the Borrowing Base, except as provided in Section 2.1(c), and the aggregate Revolving Credit Commitments, or (yB) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance thereof or (C) is later than 30 days prior to the Scheduled Maturity Date (which for this purpose shall be March 14, 2009 until all the Senior Subordinated Notes are redeemed and retired, except that that Borrower may request that Letters of Credit in an aggregate amount not to exceed $15,000,000 have an expiration date later than March 14, 2009 but not later than one year following the issuance date of such Letter of Credit); provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or (iii) (A) any fee due in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any other Group Member, such Group Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the "L/C Reimbursement Agreement"). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or (z) take notice whether, the Revolving Credit Outstandings conditions precedent set forth in Section 3.2 have been satisfied or waived in connection with the Issuance of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limitsLetter of Credit; provided, and subject to the terms and conditions hereofhowever, the Borrower’s ability to obtain Letters that no Letter of Credit shall be fully revolving, and accordingly the Borrower may, Issued during the foregoing period, obtain period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Lenders that any condition precedent contained in Section 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. The parties hereto agree that all Original Letters of Credit to replace and Original Letter of Credit Obligations shall be deemed, respectively, Letters of Credit that have expired and L/C Obligations issued or that have been drawn upon existing under and reimbursedsubject to and governed by and entitled to the benefits of the terms of this Agreement.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower is a co-applicant under the Letter of Credit and remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Group Memberof its Subsidiaries), Letters of Credit (denominated in DollarsEuros) from time to time on any Business Day during the period from the Closing Execution Date through to the earlier of the Revolving Credit Termination Date and date five Business Days prior to the Scheduled Maturity Date; provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (A) The aggregate International Revolving Credit Termination DateOutstandings would exceed the aggregate Commitments, provided (B) the Applicable Fronting Exposure of such L/C Issuer would exceed the lesser of its Pro Rata Share of the International Revolving Borrowing Base and its Commitment, or (C) the L/C Obligations for all Letters of Credit would exceed the International L/C Sublimit. (ii) The expiration date of such Letter of Credit (A) would not be a Business Day, (B) would be more than one year after the date of issuance thereof (or such longer period as shall be reasonably acceptable to the L/C Issuer) or (C) would be later than five Business Days prior to the Scheduled Maturity Date (or such longer period as shall be reasonably acceptable to the L/C Issuer); provided, however, that any Letter of Credit may provide for its renewal for additional periods not exceeding one year or such longer period as shall be reasonably acceptable to the L/C Issuer or extend beyond the date set forth in clause (C) of this Section 2.4(a)(ii) as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) such renewal does not extend such expiration date beyond the date set forth in clause (C) of this Section 2.4(a)(ii), except to the extent such Letter of Credit is cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the applicable L/C Issuer. (A) Any fee due in connection with, and on or prior to, such Issuance shall not have been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any other International Loan Party or any Subsidiary of an International Loan Party, such other International Loan Party or Subsidiary), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”), which documents, to the extent the provisions thereof address the same subject matter as the representations, warranties or covenants set forth herein, shall not be more onerous to the Borrower than those set forth herein. (iv) The requested amount of such Letter of Credit shall be less than €100,000. For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Sections 3.1 and 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Lenders that any condition precedent contained in Sections 3.1 and 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit and no unless (i) the Non-Funding Lender shall be obligated to participate or Impacted Lender has been replaced in any Letter of Credit if after giving effect to such Issuanceaccordance with Section 2.18 or Section 11.2, (x) the aggregate Revolving Credit Outstandings would exceed the aggregate Revolving Credit Commitments, (yii) the L/C Obligations for all Letters of Credit would exceed such Non-Funding Lender or Impacted Lender have been cash collateralized or backstopped pursuant to arrangements reasonably acceptable to such L/C Issuer, (iii) the Commitments of the other Lenders have been increased by an amount sufficient to satisfy the Administrative Agent and the L/C SublimitIssuer that all future L/C Obligations will be covered by all Lenders that are not Non-Funding Lenders or Impacted Lenders, or (ziv) the Revolving Credit Outstandings L/C Obligations of any such Non-Funding Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that Impacted Lender have been drawn upon and reimbursedreallocated to other Lenders in a manner consistent with Section 2.2(c)(ii).

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s 's usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Group MemberSubsidiary of Borrower), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Closing Date through the earlier of the Revolving Credit Termination Date and five Business Days 5 days prior to the Scheduled date specified in clause (a) of the definition of Revolving Credit Termination Date; provided, provided however, that no such L/C Issuer shall not be obligated under any obligation to Issue any Letter of Credit and no Lender shall be obligated to participate in upon the occurrence of any Letter of Credit if the following, after giving effect to such Issuance, : (xi) the aggregate outstanding principal balance of Revolving Credit Outstandings Loans would exceed the aggregate Maximum Revolving Credit Commitments, Loan Balance or (yii) the L/C Letter of Credit Obligations for all Letters of Credit would exceed $10,000,000 (the "L/C Sublimit"); (B) the expiration date of such Letter of Credit (i) is not a Business Day, (ii) is more than one year after the date of issuance thereof or (iii) is later than 5 days prior to the date specified in clause (a) of the definition of Revolving Termination Date; provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (iii) above; or (C) (i) any fee due in connection with, and on or prior to, such Issuance has not been paid, (ii) such Letter of Credit is requested to be issued in a form that is not acceptable to such L/C Issuer or (iii) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any Subsidiary of Borrower, such Person), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the "L/C Reimbursement Agreement"). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or (z) take notice whether, the Revolving Credit Outstandings conditions precedent set forth in Section 2.2 have been satisfied or waived in connection with the Issuance of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limitsLetter of Credit; provided, and subject to the terms and conditions hereofhowever, the Borrower’s ability to obtain Letters that no Letter of Credit shall be fully revolving, and accordingly the Borrower may, Issued during the foregoing period, obtain Letters period starting on the first Business Day after the receipt by such L/C Issuer of Credit to replace Letters of Credit notice from the Agent or the Required Lenders that have expired any condition precedent contained in Section 2.2 is not satisfied and ending on the date all such conditions are satisfied or that have been drawn upon and reimbursedduly waived.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Group Member), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Closing Date through the earlier of the Revolving Credit Termination Date and five Business Days 7 days prior to the Scheduled Revolving Credit Termination Date; provided, provided however, that no such L/C Issuer shall not be obligated under any obligation to Issue any Letter of Credit and no Lender shall be obligated to participate in upon the occurrence of any Letter of Credit if the following, after giving effect to such Issuance, : (xA) the aggregate Revolving Credit Outstandings would exceed the aggregate Revolving Credit Commitments, Commitments or (yB) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; AMENDED AND RESTATED CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC. (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance thereof or (C) is later than 7 days prior to the Scheduled Revolving Credit Termination Date; provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or (iii) (A) any fee due in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any other Group Member, such Group Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit, which shall comply with the terms hereof in all material respects (collectively, the “L/C Reimbursement Agreement”). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or (z) take notice whether, the Revolving Credit Outstandings conditions precedent set forth in Section 3.2 have been satisfied or waived in connection with the Issuance of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limitsLetter of Credit; provided, and subject to the terms and conditions hereofhowever, the Borrower’s ability to obtain Letters that no Letter of Credit shall be fully revolving, and accordingly the Borrower may, Issued during the foregoing period, obtain Letters period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Credit to replace Letters of Credit Lenders that have expired any condition precedent contained in Section 3.2 is not satisfied and ending on the date all such conditions are satisfied or that have been drawn upon and reimbursedduly waived.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s 's usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of Holdings or any Group MemberSubsidiary of Borrower), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Closing Date through the earlier of the Revolving Credit Termination Date and five Business Days seven (7) days prior to the Scheduled date specified in clause (a) of the definition of Revolving Credit Termination Date; provided, provided however, that no such L/C Issuer shall not be obligated under any obligation to Issue any Letter of Credit and no Lender shall be obligated to participate in upon the occurrence of any Letter of Credit if the following, after giving effect to such Issuance, : (xi) the aggregate outstanding principal balance of Revolving Credit Outstandings Loans would exceed the aggregate Maximum Revolving Credit Commitments, Loan Balance or (yii) the L/C Letter of Credit Obligations for all Letters of Credit would exceed $5,000,000 (the "L/C Sublimit"); (B) the expiration date of such Letter of Credit (i) is not a Business Day, (ii) is more than one year after the date of issuance thereof or (iii) is later than seven (7) days prior to the date specified in clause (a) of the definition of Revolving Termination Date; provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (iii) above; or (i) any fee due in connection with, and on or prior to, such Issuance has not been paid, (ii) such Letter of Credit is requested to be issued in a form that is not customary and not acceptable to such L/C Issuer or (iii) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of Holdings or any Subsidiary of Borrower, such Person), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the "L/C Reimbursement Agreement"). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or (z) take notice whether, the Revolving Credit Outstandings conditions precedent set forth in Section 2.2 have been satisfied or waived in connection with the Issuance of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limitsLetter of Credit; provided, and subject to the terms and conditions hereofhowever, the Borrower’s ability to obtain Letters that no Letter of Credit shall be fully revolving, and accordingly the Borrower may, Issued during the foregoing period, obtain Letters period starting on the first Business Day after the receipt by such L/C Issuer of Credit to replace Letters notice from the Agent or the Required Revolving Lenders that any condition precedent contained in Section 2.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. A Swap Related L/C is not a Letter of Credit that have expired or that have been drawn upon and reimbursedCredit.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to IssueIssue or cause to be Issued, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Group Member), Letters of Credit (denominated in DollarsDollars and with face amounts that are at least $100,000) from time to time on any Business Day during the period from the Closing Date through the earlier of the Revolving Credit Termination Date and five Business Days 7 days prior to the Scheduled Revolving Credit Termination Date; provided, provided however, that no such L/C Issuer shall not be obligated under any obligation to Issue any Letter of Credit and no Lender shall be obligated to participate in upon the occurrence of any Letter of Credit if the following, after giving effect to such Issuance, : (xA) the aggregate Revolving Credit Outstandings would exceed the aggregate Revolving Credit Commitments, Commitments or (yB) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance thereof or (C) is later than 7 days prior to the Scheduled Revolving Credit Termination Date; provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or (iii) (A) any fee due in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not reasonably acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any other Group Member, such Group Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or (z) take notice whether, the Revolving Credit Outstandings conditions precedent set forth in Section 3.2 have been satisfied or waived in connection with the Issuance of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limitsLetter of Credit; provided, and subject to the terms and conditions hereofhowever, the Borrower’s ability to obtain Letters that no Letter of Credit shall be fully revolving, and accordingly the Borrower may, Issued during the foregoing period, obtain Letters period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Credit to replace Letters of Credit Lenders that have expired any condition precedent contained in Section 3.2 is not satisfied and ending on the date all such conditions are satisfied or that have been drawn upon and reimbursedduly waived.