Common use of Limitations on Issuance Clause in Contracts

Limitations on Issuance. The Issuing Lender shall not at any time be obligated to issue (and shall not issue) any Letter of Credit if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Second Amendment Effective Date, or shall impose upon the Issuing Lender any loss, cost or expense which was not applicable on the Second Amendment Effective Date, which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it and not subject to reimbursement by the Borrower in accordance with this Section 2.1.3; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 3.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than the Dollar Equivalent of Five Hundred Thousand Dollars ($500,000.00); or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 2.1.3(g), satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

Limitations on Issuance. The Issuing Lender Bank shall not at be under any time be obligated obligation to issue (and shall not issue) any Letter of Credit if: : (a) (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment judgment, or decree of any Governmental Authority or arbitrator shall by its terms shall purport to enjoin or restrain the Issuing Lender Bank from issuing, amending or reinstating issuing such Letter of Credit, or (ii) any law, rule or regulation Law applicable to the Issuing Lender Bank, or any request, guideline request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender Bank, (A) shall prohibit, or request that the Issuing Lender Bank refrain from, the issuance, amendment, renewal or reinstatement issuance of letters of credit generally generally, or such Letter of Credit in particular or particular, (B) shall impose upon the Issuing Lender Bank with respect to such Letter of Credit any restriction, reserve reserve, or capital requirement (for which the Issuing Lender Bank is not otherwise compensatedcompensated under this Agreement) not in effect on the Second Amendment Effective Closing Date, or (C) shall impose upon the Issuing Lender Bank any unreimbursed loss, cost cost, or expense which that was not applicable on the Second Amendment Effective Date, which Closing Date and that the Issuing Lender Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it and not subject to reimbursement by the Borrower in accordance with this Section 2.1.3; Issuing Bank; (iiib) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement issuance of such Letter of Credit, that Credit would violate one or more policies of the Issuing Bank applicable conditions contained in Section 3.2 shall not then be satisfied; generally to requests by customers or potential customers of the Issuing Bank for issuance of letters of credit; (ivc) any requested such Letter of Credit is not to be denominated in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; currency other than Dollars; (vd) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by under the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than the Dollar Equivalent Credit; or (e) a default of Five Hundred Thousand Dollars ($500,000.00); any Lender’s obligations to fund its participation under Section 4.16 of this Agreement exists, or (vii) any Lender is at that such time a Defaulting LenderLender or an Impacted Lender under this Agreement, unless the Issuing Lender Bank has entered into arrangementssatisfactory arrangements with Tripwire and either such Lender, including or the delivery of Cash Collateral pursuant to Section 2.1.3(g)other Lenders, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing LenderBank’s actual or potential Fronting Exposure risk with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLender.

Limitations on Issuance. Extension and Amendment. ------------------------------------------------ (i) As between the applicable Issuing Bank, on the one hand, and the Agent and the Lenders, on the other hand, the applicable Issuing Bank shall be justified and fully protected in issuing such Letter of Credit after receiving authorization from the Agent as provided in Section 3.2(a) hereof, notwithstanding any subsequent notices to the Issuing Bank, any knowledge of an Event of Default or Potential Default, any knowledge of failure of any condition specified in Section 5.2 hereof to be satisfied, any other knowledge of the applicable Issuing Bank, or any other event, condition or circumstance whatever. The applicable Issuing Lender Bank may amend, modify or supplement Letters of Credit or Letter of Credit Applications, or waive compliance to any condition of issuance or payment, without the consent of, and without liability to, the Agent or any Lender, provided that any such amendment, modification or supplement that extends the expiration date or increases the Letter of Credit Undrawn Availability of an outstanding Letter of Credit shall be subject to Section 3.2(b) hereof. (ii) As between the Agent, on the one hand, and the Lenders, on the other hand, the Agent shall not at any time be obligated to issue (and shall not issue) authorize issuance of any Letter of Credit if: (i) if the Agent shall have received, at least two Business Days before authorizing such issuance would conflict withissuance, from the Required Lenders an unrevoked written notice that any condition precedent set forth in Section 5.2 will not be satisfied and expressly requesting that the Agent direct the Issuing Banks to cease to issue Letters of Credit. Absent such notice, or cause unless the Issuing Lender Agent determines that the applicable limitations set forth in Sections 3.1(a), 3.1(b) and 3.1(c) hereof are not satisfied or if the Agent has actual knowledge of an Event of Default or Potential Default or any L/C Lender to exceed any limits imposed by, any applicable Requirement knowledge of Law; (ii) any order, judgment or decree failure of any Governmental Authority or arbitrator condition specified in Section 5.2 hereof to be satisfied, the Agent shall by its terms purport be justified and fully protected, as against the Lenders, in authorizing an Issuing Bank to enjoin or restrain the Issuing Lender from issuing, amending or reinstating issue such Letter of Credit, notwithstanding any subsequent notices to the Agent, any other knowledge of the Agent, or any lawother event, rule condition or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Second Amendment Effective Date, or shall impose upon the Issuing Lender any loss, cost or expense which was not applicable on the Second Amendment Effective Date, which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it and not subject to reimbursement by the Borrower in accordance with this Section 2.1.3; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 3.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than the Dollar Equivalent of Five Hundred Thousand Dollars ($500,000.00); or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 2.1.3(g), satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncircumstance whatever.

Limitations on Issuance. The Issuing Lender shall not at any time be obligated to issue Notwithstanding Section 5.1(1), (and shall not issuei) any no Letter of Credit if: (i) such issuance would conflict with, or cause shall be issued if the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Second Amendment Effective Date, or shall impose upon the Issuing Lender any loss, cost or expense which was not applicable on the Second Amendment Effective Date, which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it and not subject to reimbursement by the Borrower in accordance with this Section 2.1.3; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement Face Amount of such Letter of Credit, that one or more when added to the Face Amount of all other Letters of Credit outstanding under this Agreement at such time, would exceed the Letter of Credit Sublimit then in effect (or, with respect to any applicable Issuing Bank under the Revolving Facility, exceed such applicable Issuing Bank’s Letter of Credit Fronting Commitment); (ii) no Letter of Credit shall be issued under the Revolving Facility if the Face Amount thereof would cause the aggregate amount of the applicable conditions contained Principal Outstanding under the Revolving Facility at the time of (and giving effect to) the issuance thereof to exceed the Total Revolving Facility Commitments then in Section 3.2 effect; (iii) no Letter of Credit shall not be issued under the Operating Facility if the Face Amount thereof would cause the aggregate amount of the Principal Outstanding under the Operating Facility at the time of (and giving effect to) the issuance thereof to exceed the Operating Facility Commitment then be satisfiedin effect; (iv) any requested Letter Letters of Credit is not shall be denominated in form Canadian Dollars, US Dollars or any other currency requested by the Borrower and substance acceptable agreed to by the applicable Issuing Lender, or the issuance, amendment or renewal of a Bank; (v) no Letter of Credit shall violate be issued if it would be illegal under any applicable laws or regulations or any applicable policies Law for the beneficiary of the Issuing Lender; (v) Letter of Credit to have such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunderissued in its favor; and (vi) except as otherwise agreed no Letter of Credit shall be issued by an Issuing Bank after it has received a written notice from the Administrative Agent or the Borrower stating that a Default or Event of Default has occurred and is continuing until such time as such applicable Issuing Bank shall have received a written notice of (x) rescission of such notice from the Issuing Lender, such Letter of Credit is in an initial face amount less than the Dollar Equivalent of Five Hundred Thousand Dollars ($500,000.00); Administrative Agent or (viiy) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery waiver of Cash Collateral pursuant to Section 2.1.3(g), satisfactory to the Issuing Lender (such Default or Event of Default in its sole discretion) accordance with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure with respect to the Defaulting Lender arising from either the Letter provisions of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionSection 14.2.

Limitations on Issuance. The Issuing Lender L/C Issuer shall not at be under any time be obligated obligation to issue (and shall not issue) any Letter of Credit if: : (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (iia) any order, judgment judgment, or decree of any Governmental Authority or arbitrator shall by its terms shall purport to enjoin or restrain the Issuing Lender L/C Issuer from issuing, amending or reinstating issuing such Letter of Credit, or any law, rule or regulation Law applicable to the Issuing Lender L/C Issuer or any request, guideline request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender L/C Issuer shall prohibit, or request that the Issuing Lender L/C Issuer refrain from, the issuance, amendment, renewal or reinstatement issuance of letters of credit generally generally, or such Letter of Credit in particular particular, or shall impose upon the Issuing Lender L/C Issuer with respect to such Letter of Credit any restriction, reserve reserve, or capital requirement (for which the Issuing Lender L/C Issuer is not otherwise compensatedcompensated under this Agreement) not in effect on the Second Amendment Effective Closing Date, or shall impose upon the Issuing Lender L/C Issuer any unreimbursed loss, cost cost, or expense which that was not applicable on the Second Amendment Effective Date, which Closing Date and that the Issuing Lender L/C Issuer in good ▇f▇▇▇▇ ▇▇▇▇▇ material to it and not subject to reimbursement by the Borrower in accordance with this Section 2.1.3; it; (iiib) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement issuance of such Letter of Credit, that Credit would violate one or more policies of the applicable conditions contained in Section 3.2 shall not then be satisfied; L/C Issuer; (ivc) any requested such Letter of Credit is not to be denominated in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; currency other than Dollars; (vd) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; or (vie) except as otherwise agreed by a default of any Lender’s obligations to fund its participation under Section 3.17 of this Agreement exists, or any Lender is at such time a Defaulting Lender or an Impacted Lender under this Agreement, unless the Administrative Agent and the Issuing L/C Issuer has entered into satisfactory arrangements with Contran, or such Lender, to eliminate the L/C Issuer’s risk with respect to such Lender. Furthermore, the L/C Issuer shall be under no obligation to amend any Letter of Credit if (y) the L/C Issuer would have no obligation at the time in question to issue such Letter of Credit is in an initial face amount less than its amended form under the Dollar Equivalent terms of Five Hundred Thousand Dollars ($500,000.00); this Agreement, or (viiz) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery beneficiary of Cash Collateral pursuant to Section 2.1.3(g), satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as does not accept the proposed amendment to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionsuch Letter of Credit.

Limitations on Issuance. Extension and Amendment. ------------------------------------------------ (i) As between the Issuing Bank, on the one hand, and the Agent and the Banks, on the other hand, the Issuing Bank shall be justified and fully protected in issuing such Letter of Credit after receiving authorization from the Agent as provided in Section 2.03(a) hereof, notwithstanding any subsequent notices to the Issuing Bank, any knowledge of an Event of Default (unless the Issuing Bank shall have received a notice specifying that such Event of Default is an "Event of Default" under this Agreement) or Potential Default, any knowledge of failure of any condition specified in Section 4.02 hereof to be satisfied, any other knowledge of the Issuing Bank, or any other event, condition or circumstance whatsoever. The Issuing Lender Bank may amend, modify or supplement Letters of Credit or Letter of Credit Applications, or waive compliance with any condition of issuance or payment, without the consent of, and without liability to, the Agent or any Bank, provided that any such amendment, modification or supplement that extends the expiration date or increases the Stated Amount of or the amount available to be drawn on an outstanding Letter of Credit shall be subject to Section 2.01. (ii) As between the Agent, on the one hand, and the Banks, on the other hand, the Agent shall not at any time be obligated to issue (and shall not issue) authorize issuance of any Letter of Credit if: (i) if the Agent shall have received, at least two Business Days before authorizing such issuance, from the Required Banks an unrevoked written notice that any condition precedent set forth in Section 4.02 will not be satisfied as of the time of such issuance would conflict withand expressly requesting that the Agent direct the Issuing Bank to cease to issue Letters of Credit. Absent such notice, or cause unless the Agent determines that the applicable limitations set forth in Section 2.01 hereof are not satisfied, the Agent shall be justified and fully protected, as against the Banks, in authorizing the Issuing Lender or any L/C Lender Bank to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating issue such Letter of Credit, notwithstanding any subsequent notices to the Agent, any knowledge of an Event of Default or Potential Default, any knowledge of failure of any condition specified in Section 4.02 hereof to be satisfied, any other knowledge of the Agent, or any lawother event, rule condition or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Second Amendment Effective Date, or shall impose upon the Issuing Lender any loss, cost or expense which was not applicable on the Second Amendment Effective Date, which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it and not subject to reimbursement by the Borrower in accordance with this Section 2.1.3; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 3.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than the Dollar Equivalent of Five Hundred Thousand Dollars ($500,000.00); or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 2.1.3(g), satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncircumstance whatsoever.

Limitations on Issuance. The Issuing Lender shall not at any time be obligated to issue Notwithstanding Section 5.1(1), (and shall not issuei) any no Letter of Credit if: (i) such issuance would conflict with, or cause shall be issued if the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Second Amendment Effective Date, or shall impose upon the Issuing Lender any loss, cost or expense which was not applicable on the Second Amendment Effective Date, which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it and not subject to reimbursement by the Borrower in accordance with this Section 2.1.3; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement Face Amount of such Letter of Credit, that one or more when added to the Face Amount of all other Letters of Credit outstanding under this Agreement at such time, would exceed the Letter of Credit Sublimit then in effect (or, with respect to any applicable Issuing Bank under the Revolving Facility, exceed such applicable Issuing Bank’s Letter of Credit Fronting Commitment); (ii) no Letter of Credit shall be issued under the Revolving Facility if the Face Amount thereof would cause the aggregate amount of the applicable conditions contained Principal Outstanding under the Revolving Facility at the time of (and giving effect to) the issuance thereof to exceed the Total Revolving Facility Commitments then in Section 3.2 effect; (iii) no Issuing Bank shall not then be satisfiedrequired to issue any Letter of Credit other than a standby Letter of Credit; (iv) any requested Letter Letters of Credit is not shall be denominated in form Canadian Dollars, US Dollars or any other currency requested by the Borrower and substance acceptable agreed to by the applicable Issuing Lender, or the issuance, amendment or renewal of a Bank; (v) no Letter of Credit shall violate be issued if it would be illegal under any applicable laws or regulations or any applicable policies Law for the beneficiary of the Issuing Lender; (v) Letter of Credit to have such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunderissued in its favor; (vi) except as otherwise agreed no Issuing Bank shall be required to issue any Letter of Credit if the issuance thereof would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (vii) no Letter of Credit shall be issued by an Issuing Bank after it has received a written notice from the Administrative Agent or the Borrower stating that a Default or Event of Default has occurred and is continuing until such time as such applicable Issuing Bank shall have received a written notice of (x) rescission of such notice from the Administrative Agent or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 14.2; and (viii) no Issuing Lender, Bank shall be under any obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit is in an initial face amount less than its amended form under the Dollar Equivalent of Five Hundred Thousand Dollars ($500,000.00); terms hereof, or (viiB) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery beneficiary of Cash Collateral pursuant to Section 2.1.3(g), satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as does not accept the proposed amendment to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionsuch Letter of Credit.

Limitations on Issuance. The Issuing Lender Bank shall not at be under any time be obligated obligation to issue (and shall not issue) any Letter of Credit if: : (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (iia) any order, judgment judgment, or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender Bank from issuing, amending or reinstating issuing such Letter of Credit, or any law, rule or regulation Law applicable to the Issuing Lender Bank or any request, guideline request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender Bank shall prohibit, or request that the Issuing Lender Bank refrain from, the issuance, amendment, renewal or reinstatement issuance of letters of credit generally generally, or such Letter of Credit in particular particular, or shall impose upon the Issuing Lender Bank with respect to such Letter of Credit any restriction, reserve reserve, or capital requirement (for which the Issuing Lender Bank is not otherwise compensatedcompensated under this Agreement) not in effect on the Second Amendment Effective Closing Date, or shall impose upon the Issuing Lender Bank any unreimbursed loss, cost cost, or expense which that was not applicable on the Second Amendment Effective Date, which Closing Date and that the Issuing Lender Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it and not subject to reimbursement by the Borrower in accordance with this Section 2.1.3; it; (iiib) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement issuance of such Letter of Credit, that Credit would violate one or more policies of the Issuing Bank applicable conditions contained in Section 3.2 shall not then be satisfied; generally to requests by customers or potential customers of the Issuing Bank for issuance of stand-by letters of credit; (ivc) any requested such Letter of Credit is not to be denominated in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; currency other than Dollars; (vd) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; or (vie) except as otherwise agreed by the Administrative Agent and the Issuing a default of any Lender’s obligations to fund its participation under Section 3.16 of this Agreement exists, such Letter of Credit is in an initial face amount less than the Dollar Equivalent of Five Hundred Thousand Dollars ($500,000.00); or (vii) any Lender is at that such time a Defaulting LenderLender under this Agreement, unless the Issuing Lender Bank has entered into arrangementssatisfactory arrangements with TIMET and either such Lender, including or the delivery of Cash Collateral pursuant to Section 2.1.3(g)other Lenders, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing LenderBank’s actual or potential Fronting Exposure risk with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLender.