AND IS CONTINUING, BOTH
IMMEDIATELY BEFORE AND AFTER GIVING EFFECT TO THE MAKING OF SUCH INCREMENTAL
TERM LOANS AND THE APPLICATION OF THE PROCEEDS THEREOF; AND
(E)
AN OPINION OR OPINIONS OF COUNSEL FOR THE
CREDIT PARTIES, ADDRESSED TO THE ADMINISTRATIVE AGENT AND THE LENDERS, TOGETHER
WITH SUCH OTHER DOCUMENTS, INSTRUMENTS AND CERTIFICATES AS THE ADMINISTRATIVE
AGENT SHALL HAVE REASONABLY REQUESTED;
(II)
THE CONDITIONS PRECEDENT TO THE MAKING OF
SUCH INCREMENTAL TERM LOANS SET FORTH IN SECTION 4.2 SHALL HAVE BEEN SATISFIED;
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(III)
IN THE CASE OF ANY BORROWING OF INCREMENTAL
TERM LOANS FOR THE PURPOSE OF FUNDING A PERMITTED ACQUISITION, THE APPLICABLE
CONDITIONS SET FORTH IN THIS AGREEMENT WITH RESPECT TO PERMITTED ACQUISITIONS
SHALL HAVE BEEN SATISFIED; AND
(IV)
ANY OTHER CONDITIONS THAT MAY BE CONTAINED IN
THE APPLICABLE INCREMENTAL TERM LOAN AMENDMENT SHALL HAVE BEEN SATISFIED.
ARTICLE III
LETTERS OF CREDIT
3.1
ISSUANCE.
SUBJECT TO AND UPON THE TERMS AND
CONDITIONS HEREIN SET FORTH, SO LONG AS NO DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, THE ISSUING LENDER WILL, AT ANY TIME AND FROM TIME
TO TIME ON AND AFTER THE CLOSING DATE AND PRIOR TO THE EARLIER OF (I) THE LETTER
OF CREDIT MATURITY DATE AND (II) THE REVOLVING CREDIT TERMINATION DATE, AND UPON
REQUEST BY THE COMPANY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3.2, ISSUE
FOR THE ACCOUNT OF THE COMPANY ONE OR MORE IRREVOCABLE STANDBY LETTERS OF CREDIT
DENOMINATED IN DOLLARS OR ANY FOREIGN CURRENCY AND IN A FORM CUSTOMARILY USED OR
OTHERWISE APPROVED BY THE ISSUING LENDER (TOGETHER WITH ALL AMENDMENTS,
MODIFICATIONS AND SUPPLEMENTS THERETO, SUBSTITUTIONS THEREFOR AND RENEWALS AND
RESTATEMENTS THEREOF, COLLECTIVELY, THE "LETTERS OF CREDIT").
FROM AND AFTER
THE CLOSING DATE, THE EXISTING LETTERS OF CREDIT SHALL BE LETTERS OF CREDIT
HEREUNDER AND THE FEES SET FORTH IN SECTIONS 2.9(C), 2.9(D) AND 2.9(E) SHALL
COMMENCE WITH RESPECT TO SUCH LETTERS OF CREDIT ON THE CLOSING DATE.
THE STATED
AMOUNT OF EACH LETTER OF CREDIT SHALL NOT BE LESS THAN SUCH AMOUNT AS MAY BE
ACCEPTABLE TO THE ISSUING LENDER.
NOTWITHSTANDING THE FOREGOING:
(A)
NO LETTER OF CREDIT SHALL BE ISSUED IF THE
STATED AMOUNT UPON ISSUANCE (I) WHEN ADDED TO THE AGGREGATE LETTER OF CREDIT
EXPOSURE OF THE REVOLVING CREDIT LENDERS AT SUCH TIME, WOULD EXCEED THE LETTER
OF CREDIT SUBCOMMITMENT, (II) WHEN ADDED TO THE AGGREGATE LETTER OF CREDIT
EXPOSURE OF THE REVOLVING CREDIT LENDERS AT SUCH TIME WITH RESPECT TO LETTERS OF
CREDIT THEN OUTSTANDING AND DENOMINATED IN A FOREIGN CURRENCY, WOULD EXCEED
$3,000,000, OR (III) WHEN ADDED TO THE AGGREGATE REVOLVING CREDIT EXPOSURE,
WOULD EXCEED THE AGGREGATE REVOLVING CREDIT COMMITMENTS AT SUCH TIME;
(B)
NO LETTER OF CREDIT SHALL BE ISSUED THAT BY
ITS TERMS EXPIRES LATER THAN THE LETTER OF CREDIT MATURITY DATE OR, IN ANY
EVENT, MORE THAN ONE (1) YEAR AFTER ITS DATE OF ISSUANCE; PROVIDED, HOWEVER,
THAT A LETTER OF CREDIT MAY, IF REQUESTED BY THE COMPANY, PROVIDE BY ITS TERMS,
AND ON TERMS ACCEPTABLE TO THE ISSUING LENDER,