Common use of Amounts; Outside Expiration Date Clause in Contracts

Amounts; Outside Expiration Date. A Letter of Credit Issuer shall not have any obligation to issue any Letter of Credit and the Agent shall not have any obligation to provide Credit Support at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) days prior to the Stated Termination Date or more than twelve (12) months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer shall not have any obligation to issue any Letter of Credit and the The Agent shall not have any obligation to cause to be issued any Letter of Credit or to provide Credit Support for any Letter of Credit at any time if: (i1) the maximum face undrawn amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii2) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers Borrower in connection with the opening thereof would exceed the Combined Availability at such time; (3) in the case of a standby Letter of Credit, the maximum undrawn amount of the requested standby Letter of Credit, together will all other standby Letters of Credit issued for the account of the Borrower, exceeds $20,000,000; or (iii4) such Letter of Credit has an expiration date less later than thirty (30) 30 days prior to the Stated Termination Date or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “"evergreen” " or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 2.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers Borrower in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty five (305) days prior to the Stated Termination Date or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; (provided that any Letter of Credit issued with a 12-month tenor may provide for the renewal thereof for additional 12-month periods, which shall in connection with no event extend beyond five (5) days prior to the IRBs may have an expiration date of not later than the Stated Termination Date). With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, Agent written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit, provided, that, no such extension or renewal shall cause the expiration date of such Letter of Credit to extend beyond the 30th day prior to the Stated Termination Date. If all of the requirements of this Section 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “"evergreen” " or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers Borrower in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 1.4 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation to provide Credit Support at any time if: if (i) the maximum face aggregate amount of the requested Letter of Credit for the term of such Letter of Credit (including any increases in amount referenced therein) is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof would exceed Availability at such timeU.S. Availability; or (iii) such Letter of Credit has an expiration date less later than thirty (30) days prior to the Stated Termination Date or more than twelve (12) 12 months from after the date of issuance for issuance, in the case of standby letters of credit and (subject to customary evergreen or automatic renewal provisions reasonably acceptable to such Letter of Credit Issuer), or later than 180 days from after the date of issuance for issuance, in the case of documentary letters of credit; provided that in no event shall any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the date that is five (5) Business Days prior to the Termination Date. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal or extension provision, each Lender if such Letter of Credit permits the Letter of Credit Issuer to prevent any extension by giving notice to the beneficiary thereof no later than a date (the “Non-Extension Notice Date”), once any such Letter of Credit has been issued, the U.S. Lenders shall be deemed to have consented authorized the Letter of Credit Issuer to any permit extensions of such extension or renewal Letter of Credit to an expiry date not later than the date that is five (5) Business Days prior to the Termination Date, unless any such Lender the Agent shall have provided to the Agent, received written notice that it declines from the Required Lenders declining to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to Non-Extension Notice Date; provided that no Lender may decline to extend or renew the Letter of Credit. If consent to any such extension if all of the requirements of this Section 1.3 2.4 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation -------------------------------- issue or cause to issue be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers relevant Borrower in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “"evergreen” " or automatic renewal provision, and subject to the satisfaction of the other conditions of this Section 1.4, each Lender ----------- shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) 30 days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 1.4 are met and no Default or Event of Default has occurred and is ----------- continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit, nor will any Other Letter of Credit Issuer issue any Letter of Credit, at any time if: (i) the maximum face amount of the requested Letter of Credit or amount of requested Credit Support is greater than the Unused Letter of Credit Subfacility at such time; (ii) the issuance of the requested Letter of Credit would cause a violation of the proviso in the second sentence of Section 1.3(a) above; (iii) the maximum undrawn amount of the requested Letter of Credit, or the amount of requested Credit and all commissionsSupport, fees, and charges due from the Borrowers in connection with the opening thereof would exceed Availability at such time; or (iiiiv) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date or (without regard to the effect of any “evergreen” or automatic renewal provisions) more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days (or such longer period as the Agent, in its discretion, determines) from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) 30 days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall have the right to decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit, nor will any Other Letter of Credit Issuer issue any Letter of Credit, at any time if: (i) the maximum face amount of the requested Letter of Credit or amount of requested Credit Support is greater than the Unused Letter of Credit Subfacility at such time; (ii) the issuance of the requested Letter of Credit would cause a violation of the proviso in the second sentence of Section 1.3(a) above; (iii) the maximum undrawn amount of the requested Letter of Credit, or the amount of requested Credit and all commissionsSupport, fees, and charges due from the Borrowers in connection with the opening thereof would exceed Availability at such time; or (iiiiv) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date or (without regard to the effect of any “evergreen” or automatic renewal provisions) more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 210 days (or such longer period as the Agent, in its reasonable discretion, determines) from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) 30 days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If Notwithstanding the immediately preceding sentence, if all of the requirements of this Section 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall have the right to decline to consent to any such extension or renewalrenewal described in the immediately preceding sentence.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date or, except as set forth on Schedule 1.3 or as approved by the Letter of Credit Issuer, more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, Agent written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) subject to the second sentence of Section 1.2(a)(i), the maximum undrawn face amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) days 5 Business Days prior to the Stated Termination Date or more than twelve (12) 12 months from the date of issuance for standby letters of credit (although any such Letter of Credit may provide for automatic extensions of its expiration date for one or more successive 12 month periods provided that the Letter of Credit Issuer has the right to terminate such Letter of Credit on each such annual expiration date and no renewal term may extend the final expiration date to a date later than the fifth Business Day prior to the Stated Termination Date) and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “"evergreen” " or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 1.4 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers Borrower in connection with the opening thereof would cause the Aggregate Revolver Outstandings to exceed Availability the Maximum Revolver Amount at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “"evergreen” " or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, Agent written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit, provided, that, no such extension or renewal shall cause the expiration date of such Letter of Credit to extend beyond the 30th day prior to the Stated Termination Date. If all of the requirements of this Section 1.3 1.4 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal. 5. The Credit Agreement is amended by deleting Section 7.13(e) and inserting the following in lieu thereof:

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof would exceed Excess Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) days prior to the Stated Termination Date or more than twelve (12) months from the date of issuance for standby letters of credit and 180 one hundred eighty (180) days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “"evergreen” " or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section SECTION 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers Borrower in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less later than thirty (30) days prior to the Stated Termination Date or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “"evergreen” " or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 SECTION 1.4 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date or more than twelve (12) months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs IRB may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “"evergreen” " or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section SECTION 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent and Lenders shall not have any obligation to issue any Letter of Credit and the Agent shall not have any obligation to provide Credit Support at any time if: if (i) the maximum face available amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn available amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers requesting Borrower in connection with the opening thereof (to the extent such commissions, fees and charges are not paid in cash prior to or at the time of the opening thereof) would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30inclusive of any acceptance period) days on or after the third Business Day prior to the Stated Termination Date or more than twelve (12) 12 months from the date of issuance issuance; for standby letters the avoidance of credit and 180 days from doubt, this provision does not apply to any “evergreen” or automatic renewal provision; provided, however, no such automatic renewal shall extend beyond the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Stated Termination Date. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each Lender Lenders shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, Agent written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter Agent on behalf of Credit Issuer the Lenders (each as to its Pro Rata Share) is entitled to decline to extend or renew the such Letter of Credit. If all of the requirements of this Section 1.3 are met and no Default or Event of Default has occurred and is continuing, no applicable Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Administrative Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, fees and charges due from the Borrowers requesting Borrower in connection with the opening thereof would exceed the Availability of such Borrower at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date (other than any such Letter of Credit issued at least twelve months prior to the Stated Termination Date which has been extended or renewed in accordance with the terms thereof for a period ending subsequent to the date which is 30 days prior to the Stated Termination Date) or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “"evergreen” " or automatic renewal provision, each Revolving Lender shall be deemed to have consented to any such extension or renewal unless any such Revolving Lender shall have provided to the Agent, Administrative Agent written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 1.4 are met and no Default or Event of Default has occurred and is continuing, no Revolving Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A The Letter of Credit Issuer shall not have any obligation to issue or cause to be issued, nor shall any Lender have an obligation to participate in, any Letter of Credit and the Agent shall not have any obligation to provide Credit Support at any time if: (i) the maximum face available amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn available amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof (to the extent such commissions, fees and charges are not paid in cash prior to or at the time of the opening thereof) would exceed Availability Excess Availability, at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30inclusive of any acceptance period) days on or before the fifth (5th) Business Day prior to the Stated Termination Date or more than twelve 12 months (12180 days in the case of documentary Letters of Credit) months from the date of issuance for standby letters of credit and 180 days from (or such longer period as may be acceptable to the date of issuance for documentary letters of credit; provided that any Letter of Credit issued Issuer in connection with its discretion); for the IRBs may have an expiration date avoidance of doubt, this provision does not later than apply to any “evergreen” or automatic renewal provision; provided, however, no such automatic renewal shall extend beyond the fifth (5th) Business Day prior to the Stated Termination Date. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each applicable Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, Agent written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the such Letter of Credit. If all of the requirements of this Section 1.3 1.5 are met and no Default or Event of Default has occurred and is continuing, no applicable Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Administrative Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face stated amount of the any requested US Letter of Credit is greater than the Unused US Letter of Credit Subfacility at such time or the maximum stated amount of any requested UK Letter of Credit is greater than the Unused UK Letter of Credit Subfacility at such time; (ii) the maximum undrawn stated amount of the any requested US Letter of Credit and all commissions, fees, and charges due from the Parent in connection with the opening thereof exceeds the US Availability at such time or the maximum undrawn stated amount of any requested UK Letter of Credit and all commissions, fees and charges due from the UK Borrowers in connection with the opening thereof would exceed exceeds the UK Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “"evergreen” " or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Administrative Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 SECTION 1.5 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers Borrower in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “"evergreen” " or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal. Unless otherwise consented to by Agent, all Letters of Credit must call for sight drafts to be drawn, and must be issued in Dollars.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date or more than twelve (12) 18 months from the date of issuance for standby letters of credit and 180 365 days from the date of issuance for documentary letters of credit; provided that or (iv) in the case of any Letters of Credit to be issued for the benefit of any Affiliate of the Borrowers, the aggregate undrawn face amount of all such Letters of Credit issued for the benefit of Affiliates of Borrowers together with the face amount of the requested Letter of Credit issued does not exceed in connection with the IRBs may have an expiration date aggregate the sum of not later than the Termination Date$2,000,000. With respect to any Letter of Credit which contains any “"evergreen” " or automatic renewal provision, each no Lender shall be deemed to have consented to any such extension or renewal unless any such Lender Required Lenders shall have provided to the Agent, written notice that it declines Lenders agree to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Administrative Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, fees and charges due from the Borrowers requesting Borrower in connection with the opening thereof would exceed the Availability of such Borrower at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date (other than any such Letter of Credit issued at least twelve months prior to the Stated Termination Date which has been extended or renewed in accordance with the terms thereof for a period ending subsequent to the date which is 30 days prior to the Stated Termination Date) or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, Administrative Agent written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 1.4 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer shall not have any obligation to issue any Letter of Credit and the Agent shall not have any obligation to provide Credit Support at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date or more than twelve (12) months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer shall not have any obligation to issue any Letter of Credit and the The Agent shall not have any -------------------------------- obligation to issue or cause to be issued any Letter of Credit or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers Borrower in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “"evergreen” " or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers Borrower in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) 15 days prior to the Stated Termination Date or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days or more than 6 months from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “"evergreen” " or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 SECTION 1.4 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers Borrower in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “"evergreen” " or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal (except any such extension or renewal beyond the Termination Date) unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 SECTION 1.4 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Administrative Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that and (iv) a Defaulting Lender exists, and such Lender or Borrowers have not entered into arrangements satisfactory to the Administrative Agent to eliminate any Letter of Credit issued in connection funding risk associated with the IRBs may have an expiration date of not later than the Termination DateDefaulting Lender. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Administrative Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 1.4 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date or, except as set forth on Schedule 1.4 or as approved by the Letter of Credit Issuer, more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, Agent written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 1.4 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Administrative Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, fees and charges due from the Borrowers requesting Borrower in connection with the opening thereof would exceed the Availability of such Borrower at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date (other than any such Letter of Credit issued at least twelve months prior to the Stated Termination Date which has been extended or renewed in accordance with the terms thereof for a period ending subsequent to the date which is 30 days prior to the Stated Termination Date) or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “"evergreen” " or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, Administrative Agent written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 1.4 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation to provide Credit Support at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, Agent written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit; provided, that, no such extension or renewal shall cause the expiration date of such Letter of Credit to extend beyond the 30th day prior to the Stated Termination Date. If all of the requirements of this Section 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit by the Funds Administrator on behalf of any Borrower and all commissions, fees, and charges due from the Borrowers such Borrower in connection with the opening thereof would exceed either (A) the applicable Availability of Garlock Sealing or the Excess Collateral Providers, as applicable, o▇ (▇) ▇ggregate Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “"evergreen” " or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 1.4 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall -------------------------------- not have any obligation issue or cause to issue be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers relevant Borrower in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “"evergreen” " or automatic renewal provision, and subject to the satisfaction of the other conditions of this Section 1.4, each Lender ----------- shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 1.4 are met and no Default or Event of Default has occurred ----------- and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) days prior to the Stated Termination Date or more than twelve (12) months from the date of issuance for standby letters of credit and 180 one hundred eighty (180) days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “"evergreen” " or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty five (305) days prior to the Stated Termination Date or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; (provided that any Letter of Credit issued with a 12-month tenor may provide for the renewal thereof for additional 12-month periods, which shall in connection with no event extend beyond five (5) days prior to the IRBs may have an expiration date of not later than the Stated Termination Date). With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty fifteen (3015) days prior to the Stated Termination Date or more than twelve (12) months from the date of issuance for standby letters of credit and 180 days or more than six (6) months from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, Agent written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers Borrower in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) days prior to the Stated Termination Date or more than twelve (12) months from the date of issuance for standby letters of credit and 180 one hundred and eighty (180) days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “"evergreen” " or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 1.4 (Letters of Credit) are met and no Default or Event of Default has occurred and is continuingoccurred, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit, nor will any Other Letter of Credit Issuer issue any Letter of Credit, at any time if: (i) the maximum face amount of the requested Letter of Credit, or amount of requested Credit Support, is greater than the Unused Letter of Credit Subfacility at such time; (ii) the issuance of the requested Letter of Credit would cause a violation of the proviso in the second sentence of Section 1.3(a) above; (iii) the maximum undrawn amount of the requested Letter of Credit, or amount of requested Credit and all commissionsSupport, fees, and charges due from the Borrowers in connection with the opening thereof would exceed Availability at such time; or (iiiiv) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date or (without regard to the effect of any "evergreen" or automatic renewal provisions) more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “"evergreen” " or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) 30 days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall have the right to decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer shall not have any obligation to issue any Letter of Credit and the The Administrative Agent shall not have any obligation to (and solely in the case of clause (ii) below, the Administrative Agent shall not without the prior written consent of the Majority Term Lenders if the Administrative Agent has actual knowledge that such clause (iii) would be violated) issue or cause to be issued any Letter of Credit or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, fees and charges due from the Borrowers requesting Borrower in connection with the opening thereof would exceed the Availability of such Borrower at such time; or (iii) such Letter of Credit has an expiration date less than thirty (30) 30 days prior to the Stated Termination Date or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each Revolving Lender shall be deemed to have consented to any such extension or renewal unless any such Revolving Lender shall have provided to the Administrative Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 1.4 are met and no Default or Event of Default has occurred and is continuing, no Revolving Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers Borrower in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty fifteen (3015) days prior to the Stated Termination Date or more than twelve (12) months from the date of issuance for standby letters of credit and 180 days or more than six (6) months from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, Agent written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. A Letter of Credit Issuer The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit and the Agent shall not have any obligation or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers Borrower in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than thirty five (305) days prior to the Stated Termination Date or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 days from the date of issuance for documentary letters of credit; (provided that any Letter of Credit issued with a 12-month tenor may provide for the renewal thereof for additional 12-month periods, which shall in connection with no event extend beyond five (5) days prior to the IRBs may have an expiration date of not later than the Stated Termination Date). With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.this

Amounts; Outside Expiration Date. A The Collateral Agent shall not have any obligation to cause to be issued, and the Letter of Credit Issuer shall not have any obligation to issue issue, any Letter of Credit and the Agent shall not have any obligation to provide Credit Support at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof (A) would exceed Availability at such time, (B) in the case of any Letter of Credit requested by a M▇▇▇▇▇ Borrower, would exceed the maximum amount of Revolving Loans that could be incurred by the M▇▇▇▇▇ Borrowers at such time in accordance with Section 1.2, or (C) in the case of any Letter of Credit requested by a RoadOne Borrower, would exceed the maximum amount of Revolving Loans that could be incurred by the RoadOne Borrowers at such time in accordance with Section 1.2; or (iii) such Letter of Credit has an expiration date less than thirty (30) days prior to the Stated Termination Date or more than twelve (12) 12 months from the date of issuance for standby letters of credit and 180 one hundred eighty (180) days from the date of issuance for documentary letters of credit; provided that any Letter of Credit issued in connection with the IRBs may have an expiration date of not later than the Termination Date. With respect to any Letter of Credit which contains any “"evergreen” " or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, Collateral Agent and the Letter of Credit Issuer written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 1.4 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.